CONFIDENTIAL INFORMATION AND KNOW-HOW. 5.1 The parties acknowledge that CEPHALON has provided Confidential Information to CIRCA in connection with the formulation and packaging of the Product, and further acknowledge that all such Confidential Information (as well as any additional Confidential information provided to CIRCA by CEPHALON hereunder) shall be subject to the provisions of the Article V. Any and all information, knowledge, technology, and trade secrets relating to the Product or the production, packaging, labeling or testing thereof, including any of the foregoing that is obtained or developed by CIRCA in the performance of this Agreement (herein the "Know-How") shall be held in confidence by CIRCA, and CIRCA shall not use such Know-How for itself or for any third party nor disclose the same to any third party except as provided below.
5.2 CIRCA will disclose to CEPHALON all Confidential Information and Know- How developed by or for CIRCA during the term of this Agreement, promptly as it is developed. CIRCA agrees and acknowledges that any Confidential Information and Know-How, whether developed by CEPHALON, by CIRCA, or by CEPHALON and CIRCA in collaboration hereunder, shall be the property of CEPHALON, and the CIRCA shall have no rights or claims to any such Know-How except insofar as it shall have access to and use of such Know-How to fulfill its obligations hereunder. If any such Know-How is considered to be a patentable invention, CEPHALON shall be responsible for the preparation, filing, prosecution and maintenance of all patent applications and patents covering such invention as provided below.
5.3 All Know-How or other Confidential Information, disclosed or confirmed in writing and designated as confidential by CEPHALON, shall be held in confidence by CIRCA, shall not be used by CIRCA for any purpose except as provided hereunder and shall not be disclosed to third parties except for disclosure to its Affiliates or governmental authorities, or except as otherwise necessary to carry out CIRCA's obligations under this Agreement. If CIRCA finds it necessary to disclose such Confidential Information or Know-How to a third party, CIRCA will not do so without first obtaining the written consent of CEPHALON and entering into an agreement with the third party which binds the third party to the same obligations of restricted use and disclosure as are undertaken by CIRCA in this Agreement.
5.4 CIRCA shall keep all such Know-How and Confidential Information in a special file which shall ...
CONFIDENTIAL INFORMATION AND KNOW-HOW. Each Group Company has at all times kept confidential all confidential information and know-how which it holds (whether technical, financial or commercial, and including, without limitation, techniques, instruction manuals, formulae, trade secrets and information in respect of that Group Company’s agents, suppliers and customers and any other person who has had dealings with it) and any other information relating to the business or affairs of that Group Company or any third party, the disclosure of which might cause loss or damage to or adversely affect that Group Company, or which may breach that Group Company’s obligations towards a third party, and insofar as the Founders are aware, there has been no material unauthorised disclosure or security breach in respect of such information.
CONFIDENTIAL INFORMATION AND KNOW-HOW. 7.1 Subject to paragraph 7.2, so far as the Sellers are aware, each Group Company has at all times kept confidential all confidential information and know-how (whether technical, financial or commercial, and including, without limitation, techniques, instruction manuals, formulae, trade secrets) and any other information relating to the business or affairs of that Group Company, the disclosure of which might cause loss or damage to or adversely affect that Group Company.
7.2 No Group Company has disclosed (except in the ordinary course of business and subject to a binding confidentiality agreement) any of its confidential information or know-how.
CONFIDENTIAL INFORMATION AND KNOW-HOW. 7.1 The Seller undertakes before and after Completion but subject to Clause 7.2 that he shall:-
7.1.1 not make use of or disclose to any person Confidential Information, Know-How or Intellectual Property belonging to and/or used by the Company up to Completion; and
7.1.2 take all reasonable steps to prevent the use or disclosure of any such Confidential Information, Know-How or Intellectual Property belonging to and/or used by the Company.
7.2 Clause 7.1 does not apply to:-
7.2.1 the use or disclosure of Confidential Information required to be used or disclosed by law provided that the Seller gives the Buyer prior notice of such disclosure or in the course of the employment of Seller by the Company or the Buyer or another member of the Buyer’s Group or as required by the terms of any other contract or agreement to which the Buyer or another member of the Buyer’s Group or the Company is a party;
7.2.2 the disclosure of Confidential Information, Know-How or Intellectual Property to a director, officer or employee of the Buyer or another member of the Buyer’s Group or of the Company whose function requires that he has possession of the Confidential Information Know-How or Intellectual Property Rights;
7.2.3 disclosure of Confidential Information to an adviser for the purpose of advising the Seller but only on terms that Clause 7.1 applies to use or disclosure by the adviser; or
7.2.4 Confidential Information which becomes publicly known except as a result of the Seller’s breach of Clause 7.1.
CONFIDENTIAL INFORMATION AND KNOW-HOW. 8.1 The Company has at all times used its reasonable endeavours to keep confidential all confidential information and know-how (whether technical, financial or commercial, and including, without limitation to the extent confidential, techniques, instruction manuals, formulae, trade secrets and confidential information in respect of the Company’s agents, suppliers and customers and any other person who has had dealings with it) and relating to the business or affairs of the Company, the disclosure of which might cause loss or damage to or adversely affect the Company.
CONFIDENTIAL INFORMATION AND KNOW-HOW. 5.1 The Seller enforces and operates reasonable procedures to maintain the confidentiality of its Confidential Information and Know-How relating to the Business. As far as the Seller is aware, such confidentiality has not been materially breached.
5.2 As far as the Seller is aware, the Seller has not disclosed (except in the ordinary course of business or subject to a binding confidentiality agreement) any Confidential Information or Know-How which is material to the Business.
CONFIDENTIAL INFORMATION AND KNOW-HOW. All Know-How or other Confidential Information disclosed by one party to the other during the term of this Agreement shall not be used by the receiving party except in connection with the Program or the identification, selection, preparation, development, manufacture or sale of Products, shall be maintained in confidence by the receiving party, and shall not be disclosed by the receiving party to any other person, firm, or agency, governmental or private, without the prior written consent of the disclosing party, except to the extent that the Know-How or other Confidential Information:
(a) is known by or in possession of the receiving party at the time of its receipt as documented in contemporaneous written records; or
(b) is properly in the public domain; or
(c) is subsequently disclosed to the receiving party without obligation of confidentiality by a third party who may lawfully do so; or
(d) is required to be disclosed to governmental agencies in order to gain approval to sell Products; or (e) is necessary to be disclosed to agents, consultants, Affiliates and/or other third parties for the research and development and/or marketing of Products, under this Agreement, which entities first agree to be bound by the confidentiality obligations contained in this Agreement.
CONFIDENTIAL INFORMATION AND KNOW-HOW. 11.1 Each of the Sellers undertakes, severally and for himself only, before and after Completion that he or she shall not copy, make use of or disclose to any person Confidential Information or Know-How.
11.2 Clause 11.1 does not apply to:-
11.2.1 the copying, use or disclosure of Confidential Information or Know-How required to be copied, used or disclosed by law or by the rules of any stock exchange or governmental authority including any tax authority provided that the relevant Seller gives the Buyer prior notice of such disclosure, to the extent reasonably practicable in the circumstances;
11.2.2 the disclosure of Confidential Information or Know-How to a director, officer or employee of any member of the Buyer’s Group;
11.2.3 disclosure of Confidential Information or Know-How to an adviser for the purpose of advising the Sellers but only on terms that Clause 11.1 applies to the copying, use or disclosure by the adviser; or
CONFIDENTIAL INFORMATION AND KNOW-HOW. 8.1 So far as the Seller is aware the Company has at all times kept confidential all confidential information and know-how (whether technical, financial or commercial, and including, without limitation, techniques, instruction manuals, formulae, trade secrets and information in respect of the Company's agents, suppliers and customers and any other person who has had dealings with it) and any other information relating to the business or affairs of the Company, the disclosure of which might cause loss or damage to or adversely affect the Company.
8.2 The Company enforces and operates procedures which maintain the confidentiality of its confidential information and know-how. So far as the Seller is aware, such confidentiality has not at any time been breached.
8.3 So far as the Seller is aware, the Company has not disclosed (except in the ordinary course of business and subject to a binding confidentiality agreement, details of which are contained in the Disclosure Letter) any of its confidential information or know-how.
CONFIDENTIAL INFORMATION AND KNOW-HOW. All Know-How or other Confidential Information disclosed by one Party to the other during the term of this Agreement shall not be used by the receiving Party except in connection with the Research Program or the identification, selection, preparation, development, manufacture or sale of Products (or, in the case of Millennium Core Technology Know-How, for permitted uses outside the Field), shall be maintained in confidence by the receiving Party (except to the extent reasonably necessary for regulatory approval of Products developed by Astra), and shall not otherwise be disclosed by the receiving Party to any other person, firm, or agency, governmental or private, without the prior written consent of the disclosing Party, except to the extent that the
(a) was known or used by the receiving Party prior to its date of disclosure to the receiving Party; or
(b) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by sources other than the disclosing Party rightfully in possession of the Confidential Information; or
(c) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public, other than through the sale of Products in the ordinary course, through no fault or omission on the part of the receiving Party or its Sublicensees; or
(d) is independently developed by or for the receiving Party without reference to or reliance upon the Confidential Information; or
(e) is required to be disclosed by the receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, PROVIDED, THAT the receiving Party provides prior written notice of such disclosure to the other Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
