EFS/DVS/NDA20130307CONFIDENTIAL DISCLOSURE AGREEMENT

(i) 

was rightfully in Recipients’ possession prior to disclosure by Discloser, as evidenced by written records;

(ii) 

is or becomes publicly known without wrongful act or breach of this Agreement;

(iii) 

is rightfully received by Recipients from a third party without breach of any confidentiality obligation;

(iv) 

is independently developed by employees or agents of Recipients;

(v) 

is approved for release by prior written authorization by Discloser;

(vi) 

are communicated by Recipients to their consultants, lawyers or expertsprovided these consultants, lawyers or experts are bound by secrecy and/or confidentiality obligations pursuant to their professional and ethical rules; or

(vii) 

is disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body;provided, however, that the Party subject to such order or requirement shall provide prompt notice of such court order or requirement to the discloser to enable such Party to seek a protective order or otherwise prevent or restrict such disclosure and shall limit the disclosure of Confidential Information to the utmost minimum.

3.1. 

Each Recipient undertakes for the term of this Agreement and for the period defined inSection 4 hereunder to keep strictly confidential and not disclose nor use any  of the Discloser’s Confidential Information either directly or indirectly to any third party, including its subcontractor or any person other than those described in Section 3.1 hereunder without the prior written authorization from Discloser and provided this third party has previously agreed to be bound by the same confidentiality and non-use obligations as set forth herein.

3.2. 

Recipients may disclose Confidential Information only to such of their own employees or agents who may be involved in the development of therapeutic applications of pDCs on a need to know basis, provided they are made aware of the confidentiality of the Confidential Information and they agreed to be bound by the same confidentiality and non-use obligations as set forth in this Agreement.

3.3. 

Each Recipient shall store Confidential Information under secure conditions to preclude an unauthorized access or disclosure.

3.4. 

Recipients warrant that their employees or agents defined inSection 3.2 above will comply with the provisions of this Agreement and shall assume full responsibility and liability to the Discloser for any breach of the Agreement by their employees or agent. Recipients declare that they have taken or will take all necessary measures from their employees or agent to allow them to comply with the Agreement.

3.5. 

Each Recipient shall immediately notify the Discloser in writing by registered letter with acknowledgment of receipt of any misappropriation or misuse by any person of Confidential Information as soon as it becomes known and will provide all possible assistance to the injured Party in order to minimize the effects of such breach of confidentiality.

3.6. 

Recipients shall not be entitled to make any use of Confidential Information, except as explicitly set forth herein, without separate written agreement that effect.

3.7. 

Recipients shall not copy or duplicate any materials containing Confidential Information except as necessary to evaluate their interest to collaborate to the development of therapeutic applications of pDCs.

(i) 

obligate either Party to enter into any further agreement;

(ii) 

establish a waiver, by Discloser, as regards the protection of Confidential Information by means of a patent, or by any and all other intellectual property rights;

(iii) 

establish  an  assignment,  a  license  by Discloser,  of  any and  all  rights  over  this information for Recipient.

10.1 

This Agreement represents the entire understanding between the Parties with respect to the subject matter hereof. It cancels and replaces any written or verbal arrangements, correspondence, documents or agreements entered into or communicated by the Parties beforehand and having the same or a similar subject matter as that of the Agreement.

10.2 

Should one or several provisions of this Agreement be held to be void or invalid by a final decision of a competent court, the other provisions of the Agreement will remain in full force and effect and this void or invalid provision will be disregarded.

10.3 

No amendment to this Agreement will be effective or binding unless it is reduced in writing commonly agreed by the Parties and signed by their duly authorized representatives.

10.4 

The Parties represent that the Agreement have been entered intointuitu personae. Therefore, neither Party may assign or transfer any or all of its rights and duties deriving from this Agreement without written prior consent of the other Party.