1Confidentiality. Certain information exchanged by the Parties during the term of this Agreement shall constitute confidential information (“Confidential Information”) and shall be subject to this Article 16. If requested by a Party receiving information, the Party supplying the information shall provide in writing, the basis for asserting that the information referred to in this Article warrants confidential treatment, and the requesting Party may disclose such writing to the appropriate Governmental Authority. Each Party shall be responsible for the costs associated with affording confidential treatment to its information.
1Confidentiality. The Employee covenants and agrees with the Company that he will not any time during the Employment Term and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, disclose any secret or Confidential Information that he may learn or has learned by reason of his association with the Company. The term “Confidential Information” includes information not previously made generally available to the public by the Company, with respect to the Company’s products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s products), business and strategic plans, prospects or opportunities, but shall exclude any information which the Company intentionally makes generally available to the public other than as a result of disclosure by the Employee in violation of this Section 6.1. The Employee will be released of his obligations under this Section 6.1 to the extent the Employee is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law provided that the Employee provides the Company with prompt written notice of such requirement. In addition, the Employee will not be in breach of any obligations under Section 6.1, and will not be criminally or civilly liable under any Federal or state trade secret law, for the disclosure of Confidential Information that is made in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law involving the Company or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law involving the Company, the Employee may disclose Confidential Information, including trade secrets, to his attorney and use such Confidential Information in the court proceeding if such Confidential Information is filed under seal.
1Confidentiality. (a) Except as expressly provided in this Section 6.1 or Section 8.7, until the applicable Confidentiality Termination Date, each party (the “Receiving Party”) (i) shall keep confidential, and shall not publish or otherwise disclose to any Person (other than its Affiliates and its and their Representatives (as defined below)), and shall cause its Affiliates and its and their Representatives to keep confidential, not publish or otherwise disclose any Confidential Information (as defined below), and (ii) shall not, and shall cause its Affiliates and its and their Representatives not to, use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder), any information (whether written or oral, or in electronic or other form) furnished to it by or on behalf of the other party (the “Disclosing Party”) pursuant to the Existing Confidentiality Agreement or this Agreement (such information, “Confidential Information” of the Disclosing Party), except for that portion of such information that:
(i) was known by the Receiving Party prior to disclosure by or on behalf of the Disclosing Party, as evidenced by internal records or documentation of the Receiving Party;
(ii) is in the public domain or subsequently enters the public domain through no fault of the Receiving Party or its Affiliates or Representatives (in each case acting on behalf of or at the direction of the Receiving Party);
(iii) is received by the Receiving Party from an independent third party that was not, to the actual knowledge of the Receiving Party, prohibited from disclosing such information by a contractual, legal or fiduciary obligation of confidentiality; or
(iv) was independently developed by the Receiving Party (or its Affiliates’) employees or contractors without the use of or reference to Confidential Information of the Disclosing Party, as evidenced by internal records or documentation of the Receiving Party.
(b) Effective upon the date hereof, the Existing Confidentiality Agreement shall terminate and be of no further force or effect, and shall be superseded by the provisions of this Section 6.1.
1Confidentiality. Buyer shall treat in confidence all non-public documents, materials and other information which Buyer shall have obtained regarding Sellers during the course of the negotiations leading to the transactions contemplated hereby, the investigation of Sellers and the preparation of this Agreement, and in the event the Purchase shall not be consummated, Buyer shall return or destroy all copies of non-public documents and materials which have been furnished in connection therewith.
1Confidentiality. Subject to the exceptions contained in the Confidentiality Agreement, Purchaser (and its Affiliates or distributors) shall keep confidential and not disclose to any Third Party any confidential information pertaining to the Business and the Transferred Assets, which is received or obtained as a result of entering into or performing this Agreement, including, Know-How concerning the manufacture of the Active Pharmaceutical Ingredients and Product.
1Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party (the “Receiving Party”) agrees that, for the Term and for [***] thereafter, it will keep confidential and will not publish or otherwise disclose and will not use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder) any Confidential Information of the other Party (the “Disclosing Party”) pursuant to this Agreement except for that portion of such Confidential Information that the Receiving Party can demonstrate by competent written proof:
(a) was already known to the Receiving Party or any of its Affiliates, other than under an obligation of confidentiality or any restriction on its use to the Disclosing Party, at the time of disclosure by the other Party; provided, however, this exception will not apply with respect to Licensed Compound Information, or Confidential Information that is deemed to be the Confidential Information of both Parties under this Agreement;
(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement;
(d) is subsequently disclosed to the Receiving Party or any of its Affiliates by a Third Party lawfully in possession thereof and without obligations of confidentiality or restrictions on its use to the Disclosing Party with respect thereto; provided, however, this exception will not apply with respect to Confidential Information that is deemed to be the Confidential Information of both Parties under this Agreement; or
(e) is subsequently independently discovered or developed by or on behalf of the Receiving Party or its Affiliates without the aid, application, or use of Confidential Information of the Disclosing Party, as demonstrated by documented evidence prepared contemporaneously with such independent development; provided, however, this exception will not apply with respect to Licensed Compound Information, or Confidential Information that is deemed to be the Confidential Information of both Parties under this Agreement. Any combination of features or disclosures will not be deemed to fall within the foregoing exclusions merely because individual f...
1Confidentiality. Except to the extent expressly authorized by this Agreement, the Receiving Party agrees that, during the Term and for [***] years thereafter, it shall keep confidential and shall not publish or otherwise disclose to any Third Party, and shall not use for any purpose other than as expressly provided for in this Agreement, any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information of the Disclosing Party to those of the Receiving Party’s Representatives who have a need for such [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. information, provided that the Receiving Party shall advise such Representatives of the confidential nature thereof, shall ensure that each such Representative is bound in writing by obligations of confidentiality and non-use at least as stringent as those contained in this Agreement, and shall be responsible for the compliance of its Representatives with the terms of this Agreement. The Receiving Party shall use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but in no event less than reasonable care) to ensure that its Representatives do not disclose or make any unauthorized use of the Confidential Information of the Disclosing Party. The Receiving Party shall [***] notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information of the Disclosing Party.
1Confidentiality. (a) From and after the date hereof, the Stockholder shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all documents, materials, or other information, whether written or oral, regarding or concerning (i) Buyer that have been disclosed, either orally or in writing, or made available by Buyer or its Representatives to Stockholder, (ii) the Company, and (iii) the Business, except (a) to the extent that such Seller can reasonably demonstrate that such information is generally available to and known by the public through no fault of such Stockholder, any of its Affiliates or their respective Representatives, or (b) for such information that such Seller can reasonably demonstrate is lawfully acquired by such Stockholder, any of its Affiliates or its or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (c) as required in connection with the performance of such Stockholder’s duties as an employee of the Company , as applicable.
1Confidentiality. (a) The parties agree to continue to abide by that certain Confidentiality Agreement between ARIAD US and Purchaser dated January 19, 2016 (the “Confidentiality Agreement”), which will survive until the Closing, at which time the Confidentiality Agreement will terminate; provided, however, that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with its terms.
(b) For a period of [**] years after the Closing, the Seller will, and will instruct its Representatives to, hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all non-public documents and information to the extent relating to the Acquired Companies (the “Company Information”), except to the extent that such the Company Information (i) must be disclosed in connection with the obligations of the Seller pursuant to this Agreement or any Ancillary Agreement, (ii) can be shown to have been in the public domain through no fault of the Seller or (iii) was later lawfully acquired by the Seller from sources other than those related to its prior ownership of the Acquired Companies. Notwithstanding the foregoing, in no event will this Section 11.1(b) limit or otherwise restrict the right of the Seller to disclose such the Company Information (w) to its and its Affiliates’ respective Representatives to the extent reasonably required to facilitate the negotiation, execution, delivery or performance of this Agreement and the Ancillary Agreements, (x) to any Governmental Authority or arbitrator to the extent reasonably required in connection with any Proceeding relating to the enforcement of this Agreement or any Ancillary Agreement, (y) in connection with its indemnification obligations under this Agreement, including the defense of any Third Party Claim, and (z) as permitted in accordance with Section 5.5..
1Confidentiality. Confidential Information shall mean any and all data and information relating to the business of the disclosing party (the “Disclosing Party”) which is disclosed to the other party (the “Receiving Party”) pursuant to this Agreement, including, but not limited to information about hardware, software, screens, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, methods, processes, procedures, improvements, “know-how”, compilations, market research, marketing techniques and plans, business plans and strategies, customer names and all other information related to customers, including without limitation any “nonpublic personal information” as defined under the Xxxxx-Xxxxx- Xxxxxx Act, price lists, pricing policies and financial information or other business and/or technical information and materials, in oral, demonstrative, written, graphic or machine-readable form, which is unpublished, not available to the general public or trade, and which is maintained as confidential and proprietary information by the Disclosing Party for regulatory, customer relations, and/or competitive reasons. Confidential Information shall also include such confidential and proprietary information or material belonging to a Disclosing Party of or to which the other party may obtain knowledge or access through or because of the performance of its obligations under this Agreement. Confidential Information also includes any information described above which the Disclosing Party has obtained in confidence from another party who treats it as proprietary or designates it as Confidential Information, whether owned to developed by the Disclosing Party.
