By clicking the “Agree” button on this web page, you (the “Recipient”) will receive from Viva Ventures Biotech, L.P. (the “Company”) certain proprietary and confidential information of the Company and its affiliates (collectively, the “Disclosers”). All such information furnished by the Company or other Disclosers, or their respective managers, directors, officers, employees, affiliates or agents, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to herein as “Confidential Information”. Confidential Information does not include, however, information which (a) is or becomes generally available to the public other than as a result of disclosure by Recipient or its representatives, (b) was available to Recipient on a non-confidential basis prior to its disclosure by the Company, or (c) becomes available to Recipient on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Disclosers or their representatives, or is not otherwise prohibited from transmitting the information to Recipient, as evidenced by Recipient’s written records. As used herein, the term "Person" shall be broadly interpreted to include, without limitation, any entity or individual.
By executing this letter agreement, Recipient acknowledges that the Disclosers derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. Recipient further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Disclosers and their business. Except as explicitly required by law or agreed to in writing by the Company, Recipient hereby agrees to keep all Confidential Information confidential and not to reproduce or disclose or reveal any Confidential Information to any Persons except to their respective employees or legal or accounting advisors, on an “as needed” basis, provided that each such employee and advisor agrees to comply with the undertakings hereunder. Recipient agrees to use the Confidential Information only for the Permitted Use and that it shall promptly destroy or return all Confidential Information to the Company upon its request. Recipient further agrees not to in any manner circumvent, avoid, bypass or obviate, directly or indirectly, the creation or pursuit of the Investment Opportunity by entering into any direct or indirect negotiations, communications, or transactions with, or by soliciting or offering any business or financing to any portfolio companies of the Fund or any associated companies of the Fund, without the express prior written consent of the Company (the foregoing non-contravention obligations shall terminate upon Recipient’s consummation of the Investment Opportunity).
Recipient acknowledges and agrees that no consummation of the Investment Opportunity shall be deemed to have occurred unless and until a definitive agreement providing for such investment shall be executed and delivered by the Fund, its general partner and Recipient. Recipient also agrees that, unless and until such a definitive agreement has been executed and delivered by the Fund, its general partner and Recipient, neither Recipient nor the Fund or its general partner shall have any legal obligation with respect to any investment by virtue of this letter agreement or otherwise. Recipient agrees to indemnify and hold harmless the Company, others Disclosers and their respective managers, directors, officers, employees, affiliates or agents from and against any and all claims, liabilities, damages, costs, fees (including reasonable attorneys’ fees), expenses, fines and judgments that any such parties may incur as a result of Recipient’s or its representatives’ breach of this letter agreement. The parties hereto acknowledge and agree that all Disclosers are intended beneficiaries of this letter agreement and it shall be enforceable thereby.
Should any third-party Person formally request any Confidential Information from Recipient or Recipient becomes aware of any loss, unauthorized disclosure or unauthorized use of Confidential Information, Recipient shall immediately notify the Company of such circumstance by contacting VVBFundManager@VivaVenturesBiotech.com.