Upon the disclosing party's request or in the event the parties hereto decide not to proceed with any transaction which is the subject of this Confidentiality Agreement, whichever is sooner, the receiving party will promptly: (1) return the disclosing party
all written and other materials furnished by the disclosing party subject to this Confidentiality Agreement; and (2) whichever the disclosing party requests, destroy or return to it all documents, data, memoranda, notes and other writings based on CONFIDENTIAL INFORMATION provided subject to this Confidentiality Agreement. The receiving party will not retain copies, extracts or other reproductions in whole or in part of the materials referred to in ( 1) and (2).