Acquisition Agreement by and between Dong-A ST Co., Ltd. and NeuroBo Pharmaceuticals, Inc., dated January 18, 2018, as amended on April 18, 2018 and July 24, 2019

control with that Person.  For purposes of this definition only, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” means (a) the possession, directly or indirectly, of the power to direct the management or policies of a legal entity, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of a legal entity; provided, however, that if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

(f)                                   “Agreement” means this Acquisition Agreement and all Schedules, Exhibits and amendments, as each is amended from time to time.

(g)                                 “Closing” is defined in Section 3.1.

(h)                                 “Confidential Information”  means (a) any information, data, or know-how (in whatever form or format) that is (i) related to a Party’s business or technology including, but not limited to, that which relates to or which embodies research, product plans, products, services, customers, markets, software, developments, inventions (whether or not patentable), processes, designs, drawings, mask works, integrated circuit topographies, engineering, hardware configuration information, infrastructure, price schedules, software design and configuration, processes, marketing or finances of such Party, and (ii) identified in writing as confidential by such Party or, if orally or visually disclosed, identified as confidential at the time of disclosure as confidential and confirmed in writing as confidential within thirty (30) days thereafter.

(i)                                    “DA-9803” is defined in the Preamble.

(j)                                    “Disclosing Party” is defined in Section 9.1.

(k)                                 “Dong-A” is defined in the Preamble.

(l)                                    “Dong-A Indemnitees” is defined in Section 8.2.

(m)                             “Effective Date” is defined in the Preamble.

(n)                                 “Governmental Authority” means any federal, state, local, foreign, or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

(o)                                 “Knowledge” means the actual knowledge of such Person.

(p)                                 “Laws” means any statute, rule, regulation, ordinance, code, directive, writ, injunction, settlement, permit, license, decree, judgment, or order of a Governmental Authority.

(q)                                 “Loss” means any loss, damage, due, penalty, fine, cost, amount paid in settlement, liability, tax, lien, expense and fee (including court costs and reasonable attorneys’ or

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other professionals’ fees and expenses), including any actual, consequential, exemplary or other damages, and any punitive or special damages, and any diminution in value.

(r)                                  “NeuroBo” is defined in the Preamble.

(s)                                   “NeuroBo Indemnitees” is defined in Section 8.1.

(t)                                    “Party” means each of Dong-A and NeuroBo, collectively “Parties.”

(u)                                 “Person” means any individual, partnership, joint venture, corporation, trust, unincorporated organization, limited liability company, group, governmental authority, and any other person or entity.

(v)                                 “Territory” means worldwide.

(w)                               “Third Party” means any Person other than NeuroBo and Dong-A.

1.2                               Other Definitional Provisions

(a)                                 References to “Sections,” “Exhibits,” and Schedules” are to Sections, Exhibits, and Schedules of this Agreement, unless otherwise specifically provided.

(b)                                 The words “including,” “includes,” and “include” are deemed to be followed by the words “without limitation.”

(c)                                  References to a Person include that Person’s permitted successors and assigns and, in the case of any governmental Person, the Person succeeding to the relevant functions of that governmental Person.

(d)                                 All references to statutes and related regulations include

(i)                                    any past and future amendments of those statutes and related regulations; and

(ii)                                any successor statutes and related regulations.

(e)                                  All references in this Agreement to “Dollars” or “$” refer to lawful currency of the United States of America.

2.                                      ACQUISITION OF TECHNOLOGY/RIGHT OF NEGOTIATION FOR KOREA

2.1                               Sale of Technology.  Subject to the terms and conditions of this Agreement, at the Closing, Dong-A shall sell, assign, convey, transfer, and deliver all its right, title, and interest in and to the Acquired Technology to NeuroBo.  The Acquired Technology includes all claims for damages for past infringement of any of the Acquired Technology, the right to sue for and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors and assigns.

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2.2                               No Assumption of Liabilities.  NeuroBo does not assume any liability, obligation, claim against, or contract relating to the Acquired Technology or any other asset of Dong-A, whether known or unknown, arising out of any transaction or event occurring prior to the Effective Date.  Dong-A remains liable for these liabilities, obligations, and claims, and Dong-A indemnifies NeuroBo as provided in Section 8.1.

2.3                               Right of Negotiation for Sales Rights.  If NeuroBo wishes to sell products using the Acquired Technology in the Republic of Korea, it shall first give notice to Dong-A at least [***] days before the first anticipated sale.  Dong-A then must give notice to NeuroBo within [***] days of receipt of notice from NeuroBo as to whether it wishes to negotiate an exclusive distribution agreement for the Republic of Korea.  If Dong-A wishes to negotiate, both Parties agree to negotiate in good faith to conclude a mutually acceptable distribution agreement for sales in the Republic of Korea.  If the Parties are unable to reach a mutually acceptable agreement within [***] days of the beginning of negotiations, then Dong-A’s rights under this Section 2.3. are terminated, and NeuroBo may sell products using the Acquired Technology in the Republic of Korea, either directly or through another distributor.

3.                                      CLOSING AND COMPENSATION

3.1                               Closing.  The closing of the acquisition contemplated by this Agreement will take place ninety (90) days after the Effective Date by the exchange of documents via email of scanned originals with exchange of original signatures by overnight mail (“Closing”).

3.2                               Cash and Equity Compensation.  At the Closing and in full payment for the Acquired Technology, NeuroBo shall (a) pay Dong-A five million United States Dollars (USD 5,000,000) by wire transfer to an account designated by Dong-A, and (b) issue [***] ([***]) shares of common stock to Dong-A, which is [***] percent ([***]%) of all issued and outstanding shares of NeuroBo.  NeuroBo shall [***] ensure that at the time of NeuroBo’s initial public offering, the ownership share of Dong-A in NeuroBo granted under Section 3.2 is at least [***] percent ([***]%) of all issued and outstanding shares of NeuroBo.

3.3                               Execution of Bill of Sale.  At the Closing, Dong-A shall execute the bill of sale in the form attached as Exhibit A.

3.4                               Updated Representations and Warranties.  At the Closing, Dong-A shall execute a certificate certifying, as of the Closing, that the representations and warranties of Section 5 are true, correct, and complete.

4.                                      TRANSFER OF ACQUIRED TECHNOLOGY

4.1                               Effectuation of Recordation of Assignment of Patents and Patent Applications.  At the Closing, in order to effectuate the recordation of the transfer of ownership of Dong-A’s right, title, and interest in and to the acquired issued patents and pending patent applications, Dong-A shall execute the assignments prepared by NeuroBo’s patent counsel for such purpose, and thereafter Dong-A shall execute such other assignments as requested by NeuroBo.  Promptly thereafter, NeuroBo shall (i) cause each assignment to be recorded with the United States Patent and Trademark Office and other applicable patent offices worldwide, and (ii) provide proof of each assignment (with recordation information) to Dong-A.

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4.2                               Dong-A’s Assistance.  Dong-A shall assist NeuroBo in effectuating the transfer and shall [***] effectuate the recordation of assignment of the patents and pending patent applications.  If at any time any further action is necessary to carry out the transfers contemplated by this Agreement, Dong-A shall take further action as NeuroBo reasonably may request.

4.3                               Transfer of Know-How.  As soon as reasonably practicable after the Closing, Dong-A shall transfer to NeuroBo the Acquired Know-How in tangible form in a format reasonably acceptable to NeuroBo.

4.4                               Transfer of Files.  As soon as reasonably practicable after the Closing, Dong-A shall transfer and/or cause to be transferred by outside patent counsel the Acquired Patent Files and Records to NeuroBo.  In the event NeuroBo wishes to engage current patent counsel for the prosecution of the Acquired Patent Rights, NeuroBo shall so inform Dong-A, and Dong-A hereby consents to the representation of NeuroBo by such counsel and waives any conflict of interest.

5.                                      REPRESENTATIONS AND WARRANTIES OF DONG-A.  Dong-A represents and warrants to NeuroBo the following matters:

5.1                               Organization.  Dong-A is a corporation duly formed, validly existing, and subsisting under the Laws of the Republic of Korea.

5.2                               Authorization

(a)                                 Dong-A has the requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated under this Agreement.

(b)                                 The execution, delivery, and performance of this Agreement by Dong-A and its consummation of the transactions contemplated under this Agreement have been duly authorized by all requisite action of Dong-A.

5.3                               Binding Agreement.  This Agreement has been duly executed by Dong-A and delivered to NeuroBo, and constitutes the legal, valid, and binding agreement of Dong-A enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles.

5.4                               No Breach.  The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated under this Agreement by Dong-A do not and will not

(a)                                 violate or conflict with Dong-A’s charter, bylaws, or any material Laws of any Governmental Authority to which Dong-A assets are subject, or by which Dong-A or Dong-A’s assets may be bound;

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(b)                                 with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a material default under, or give rise to any right of termination, cancellation, or acceleration under, any of the terms, conditions, or provisions of any material contract or agreement, to which Dong-A is a party or by which Dong-A or Dong-A’s assets may be bound;

(c)                                  result in the imposition of a lien on any of the Acquired Technology; or

(d)                                 require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority or third party.

5.5                               Litigation; Compliance with Law.  There is no litigation, proceeding (arbitral or otherwise), claim, action, suit, judgment, decree, settlement, rule, order, or investigation of any nature, pending, rendered or, to Dong-A’s Knowledge, threatened, against Dong-A that reasonably could be expected to adversely affect Dong-A’s ability to consummate the transactions contemplated by this Agreement.

5.6                               Insolvency.  Dong-A is not the subject of any pending, rendered, or threatened in writing, or to the Knowledge of Dong-A, otherwise threatened, insolvency proceedings of any character.  Dong-A has not made an assignment for the benefit of creditors or taken any action with a view to or that would constitute a valid basis for the institution of an insolvency proceeding.  Dong-A is not insolvent nor will it become insolvent as a result of entering into this Agreement and consummating the transactions contemplated under this Agreement.

5.7                               Acquired Technology

(a)                                 Ownership

(i)                                    Dong-A owns, free and clear of all liens, and to the Knowledge of Dong-A has valid and enforceable rights in and the unrestricted right to use, sell, license, transfer, or assign the Acquired Technology.

(ii)                                Dong-A is not a party to any other license or other agreement for the Acquired Technology in conflict with the provisions of this Agreement.

(iii)                            To the Knowledge of Dong-A, Dong-A is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise with respect to the Acquired Technology.

(iv)                             To the Knowledge of Dong-A, Dong-A is not using any confidential information or trade secrets of others.

(b)                                 Patents and Patent Applications.  To the Knowledge of Dong-A, all Acquired Patent Rights are valid and in force, and all patent applications are pending and in good standing, all without challenge of any kind.

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(c)                                  Claims

(i)                                    No claim or action is pending or, to the Knowledge of Dong-A threatened in writing and Dong-A has no Knowledge of any basis for any claim that challenges the validity, enforceability, ownership, or right to use, sell, license, or sublicense any Acquired Technology, and no item of Acquired Technology is subject to any outstanding order, ruling, decree, stipulation, charge, or agreement restricting in any manner its use, licensing, or sublicensing.

(ii)                                Dong-A has not received any notice that it has infringed upon or otherwise violated the intellectual property rights of third parties or received any claim, charge, complaint, demand, or notice alleging any infringement or violation, or has Knowledge of any basis for any claim with respect to the Acquired Technology.

(iii)                            To the Knowledge of Dong-A, no third party is infringing upon or otherwise violating any of Dong-A’s intellectual property rights in the Acquired Technology.

(d)                                 No Government Interest.  No governmental or quasi-governmental authority, including the Korean Drug Development Fund, has any right to the Acquired Technology.

(e)                                  Administration and Enforcement.  To the Knowledge of Dong-A, Dong-A has taken all commercially reasonable actions to maintain and protect the Acquired Patent Rights.

6.                                      REPRESENTATIONS AND WARRANTIES OF NEUROBO.  NeuroBo represents and warrants to Dong-A the following matters:

6.1                               Organization.  NeuroBo is a corporation duly formed, validly existing, and subsisting under the Laws of Delaware.

6.2                               Authorization

(a)                                 NeuroBo has the requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated under this Agreement.

(b)                                 The execution, delivery, and performance of this Agreement by NeuroBo and its consummation of the transactions contemplated under this Agreement have been duly authorized by all requisite action of NeuroBo.

6.3                               Binding Agreement.  This Agreement has been duly executed by NeuroBo and delivered to Dong-A, and constitutes the legal, valid, and binding agreement of NeuroBo enforceable against it in accordance with its terms, except as enforceability may be limited by

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bankruptcy, insolvency, or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles.

6.4                               No Breach.  The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated under this Agreement by NeuroBo do not and will not

(a)                                 violate or conflict with NeuroBo’s articles of organization, operating agreement, or any material Laws of any Governmental Authority to which NeuroBo’s assets are subject, or by which NeuroBo or NeuroBo’s assets may be bound;

(b)                                 with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a material default under, or give rise to any right of termination, cancellation, or acceleration under, any of the terms, conditions, or provisions of any material contract or agreement, to which NeuroBo is a party or by which NeuroBo or NeuroBo’s assets may be bound; or

(c)                                  require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority or third party.

6.5                               Litigation; Compliance with Law.  There is no litigation, proceeding (arbitral or otherwise), claim, action, suit, judgment, decree, settlement, rule, order, or investigation of any nature, pending, rendered or, to NeuroBo’s Knowledge, threatened, against NeuroBo that reasonably could be expected to adversely affect NeuroBo’s ability to consummate the transactions contemplated by this Agreement.

6.6                               Insolvency.  NeuroBo is not the subject of any pending, rendered, or threatened in writing, or to the Knowledge of NeuroBo, otherwise threatened, insolvency proceedings of any character.  NeuroBo has not made an assignment for the benefit of creditors or taken any action with a view to or that would constitute a valid basis for the institution of an insolvency proceeding.  NeuroBo is not insolvent nor will it become insolvent as a result of entering into this Agreement and consummating the transactions contemplated under this Agreement.

7.                                      LIABILITY

7.1                               Disclaimers of Warranties

(a)                                 THE EXPRESS WARRANTIES IN SECTION 5 AND SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

(b)                                 Each Party acknowledges that it has relied on no warranties other than the express warranties provided in this Agreement.

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7.2                               Limitation of Liability

(a)                                 EXCEPT FOR A BREACH OF SECTION 9 OR INDEMNIFICATION OF THIRD PARTY CLAIMS UNDER SECTION 8, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA OR CONFIDENTIAL INFORMATION, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THIS SECTION 7.2(A), A PARTY DOES NOT EXCLUDE OR LIMIT LIABILITY IN RESPECT OF PERSONAL INJURY OR DEATH TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(b)                                 EXCEPT FOR THIRD PARTY CLAIMS UNDER SECTION 8, EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED [***] UNITED STATES DOLLARS (USD $[***]).  THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THIS LIMIT.

(c)                                  EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF SECTION 7 REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS RESPECTIVE LIABILITY, AND EACH PARTY AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.                                      INDEMNIFICATION

8.1                               Indemnification of NeuroBo.  Subject to Section 7.2, NeuroBo, its Affiliates, and each of their respective directors, officers, trustees, shareholders, employees, and agents (collectively, “NeuroBo Indemnitees”) will be indemnified, defended by counsel reasonably acceptable to NeuroBo, and held harmless by Dong-A from and against any Loss of any kind or nature which are incurred by virtue of or result from,

(a)                                 a liability or obligation as provided in Section 2.2,

(b)                                 any breach of any of the representations and warranties made by Dong-A in this Agreement, and

(c)                                  any breach of the covenants or other obligations of Dong-A under this Agreement,

except to the extent that any claims have arisen from the gross negligence or willful misconduct of any NeuroBo Indemnitee or the breach of an obligation under this Agreement by any NeuroBo Indemnitee.

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8.2                               Indemnification of Dong-A.  Subject to Section 7.2, Dong-A, its Affiliates, and each of their respective directors, officers, trustees, shareholders, employees, and agents (collectively, “Dong-A Indemnitees”) will be indemnified, defended by counsel reasonably acceptable to Dong-A, and held harmless by NeuroBo from and against any Loss of any kind or nature which are incurred by virtue of or result from,

(a)                                 any breach of any of the representations and warranties made by NeuroBo in this Agreement, and

(b)                                 any breach of the covenants or other obligations of NeuroBo under this Agreement,

except to the extent that any claims have arisen from the gross negligence or willful misconduct of any Dong-A Indemnitee or the breach of an obligation under this Agreement by any Dong-A Indemnitee.

8.3                               Defense of Claims

(a)                                 In the case of any claim for indemnification under Section 8.1 (if NeuroBo) or Section 8.2 (if Dong-A) arising from a claim of a Third Party, an indemnified party must give prompt notice and, subject to the following sentence, in no case later than [***] days after the indemnified party’s receipt of notice of such claim, to the indemnifying party of any claim of which such indemnified party has knowledge and as to which it may request indemnification hereunder.  The failure to give such notice will not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby.

(b)                                 The indemnifying party will have the right to defend and to direct the defense against any such claim in its name and at its expense, and with counsel selected by the indemnifying party unless (i) the indemnifying party acknowledges fully its obligations to the indemnified party(ies) under this Agreement within [***] days after receiving notice of such Third Party claim; (ii) the applicable Third Party claim alleges fraud; (iii) there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of such defense; (iv) the Third Party claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the indemnified party; (v) the Third Party claim seeks injunctive relief or other equitable remedies against the indemnified party(ies); and/or (vi) the indemnified party is NeuroBo and the Third Party is a customer of NeuroBo.

(c)                                  If the indemnifying party elects, and is entitled, to compromise or defend such claim, it will within [***] days of receipt of notice (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party must, at the request and expense of the indemnifying party, cooperate in the defense of such claim.

(d)                                 If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such claim.

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(e)                                  Except as set forth in the immediately preceding subsection, the indemnifying party will have no indemnification obligations with respect to any such claim which will be settled by the indemnified party without the prior written consent of the indemnifying party (which consent may not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party will not be required to refrain from paying any claim that has matured by an order, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor will it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss.

(f)                                   The indemnifying party’s right to direct the defense will include the right to compromise or enter into an agreement settling any claim by a Third Party; provided that no such compromise or settlement will obligate the indemnified party to agree to any settlement that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the indemnified party other than the delivery of a release, except with the prior written consent of the indemnified party (such consent to be withheld or delayed only for a good faith reason).

(g)                                 Notwithstanding the indemnifying party’s right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any claim over the objection of the indemnified party; provided, however, that consent by the indemnified party to settlement or compromise will not be unreasonably withheld or delayed.

(h)                                 The indemnified party will have the right to participate in the defense of any claim with counsel selected by it subject to the indemnifying party’s right to direct the defense.  The fees and disbursements of such counsel will be at the expense of the indemnified party; provided, however, that, in the case of any claim which seeks injunctive or other equitable relief against the indemnified party, the fees and disbursements of such counsel will be at the expense of the indemnifying party.

8.4                               Non-Third Party Claims.  Any claim which does not result from a Third Party claim will be asserted by a notice to the other Party and will be identified as a “DIRECT INDEMNITY CLAIM NOTICE.”  The recipient of such notice will have a period of [***] days after receipt of such notice within which to respond thereto.  During such [***]-day period, the recipient will have the right to cure any applicable breach of this Agreement.  If the recipient does not respond within such [***] days and does not cure the applicable breach, the recipient will be deemed to have accepted responsibility for the Losses set forth in such notice and will have no further right to contest the validity of such notice.  If the recipient responds within such [***] days after the receipt of the notice and rejects such claim in whole or in part, the Party delivering will be free to pursue such remedies as may be available to it under contract or applicable law.

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9.                                      CONFIDENTIALITY

9.1                               Duty to Hold in Confidence.  For a period of [***] years after the Effective Date, each Party (“Receiving Party”) shall preserve in strict confidence and secure against unauthorized use or disclosure any Confidential Information obtained from or with respect to the other Party (“Disclosing Party”).  In preserving the Disclosing Party’s Confidential Information, Receiving Party shall use the same standard of care it would use to secure and safeguard its own confidential information of similar importance, but in no event less than reasonable care.  Any permitted reproduction of the Disclosing Party’s Confidential Information shall contain all confidential or proprietary legends that appear on the original.  Receiving Party shall immediately notify the Disclosing Party in writing in the event of any loss or unauthorized disclosure or use of Confidential Information known by the Receiving Party.  Receiving Party shall use the Disclosing Party’s Confidential Information disclosed hereunder solely for the purpose of fulfilling such Party’s obligations and exercising such Party’s rights under this Agreement.