Common use of Confidential Information Covenants Clause in Contracts

Confidential Information Covenants. a. The Parties acknowledge and agree that from time to time in connection with their discussions, it will be given or have access to certain Confidential Information. All Confidential Information is and shall remain the exclusive property of the respective Party. The respective Party shall retain all rights, title and interest therein. The Parties shall hold in confidence and vigorously safeguard all such Confidential Information, using no less care than that employed to protect their own proprietary information and to prevent the unauthorized use or disclosure thereof. b. The Parties agree to take all action(s) necessary or appropriate to maintain the confidentiality of the Confidential Information. Each Party expressly agrees that such information shall not be disclosed to any of its officers, directors, partners, employees, consultants, or agents (“Personnel”), or any other third party or individuals, except on a need-to-know basis, without the prior written consent of a corporate officer of the Party that owns said Confidential Information. Each Party shall promptly advise the other in writing if it learns of any unauthorized use or disclosure of Confidential Information by their organization, any of their Personnel, or former Personnel. c. No other rights or obligations other than those expressly recited herein are to be implied by this Agreement with respect to Confidential Information, trademarks, service marks, patents, inventions, copyrights, trade secrets, and other information. d. The Parties acknowledge and agree that no license to any Confidential Information, or any patents, licenses, service marks or trademarks of the other Party is granted by this Agreement or by any disclosure of Confidential Information hereunder other than expressly stated in this Agreement. e. If at any time SANYO comes in contact with Confidential Information through its relationship with HOKU that may create a conflict of interest for SANYO, including, but not limited to, SANYO’s own Fuel Cell or related research or another relationship with an entity that may benefit from the Confidential Information from HOKU, then SANYO shall notify HOKU of the conflict at its earliest possible convenience, but no later than seven (7) days after first becoming aware of such a conflict. f. Each of the Parties agrees that it shall not copy or reproduce, distribute or disseminate in whole or in part, or reverse engineer or attempt to reverse engineer, any Confidential Information. g. In the event that a Party is required by lawful service of subpoena or court order to disclose Confidential Information, the Party shall notify the other as soon as practicable and in any event prior to any actual disclosure so that the respective Party may seek an appropriate protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the disclosing Party may only furnish that portion (and only that portion) of the Confidential Information, which, in the opinion of their counsel, the Party is legally compelled to disclose. h. The Parties covenant and agree that upon written request from a corporate officer of the other Party, it shall deliver, within a reasonable period of time not to exceed seven (7) days, to the custody of the person designated by the Party all originals and copies of Confidential Information and not retain any copies, summaries or other descriptions of such information.

Confidential Information Covenants. a. The Parties acknowledge and agree that from time to time in connection with their discussions, it will be given or have access to certain Confidential Information. All Confidential Information is and shall remain the exclusive property of the respective Party. The respective Party shall retain all rights, title and interest therein. The Parties shall hold in confidence and vigorously safeguard all such Confidential Information, using no less care than that employed to protect their own proprietary information and to prevent the unauthorized use or disclosure thereof. b. The Parties agree to take all action(s) necessary or appropriate to maintain the confidentiality of the Confidential Information. Each Party expressly agrees that such information shall not be disclosed to any of its officers, directors, partners, employees, consultants, or agents (“Personnel”), or any other third party or individuals, except on a need-to-know basis, without the prior written consent of a corporate officer of the Party that owns said Confidential Information. Each Party shall promptly advise the other in writing if it learns of any unauthorized use or disclosure of Confidential Information by their organization, any of their Personnel, or former Personnel. c. No other rights or obligations other than those expressly recited herein are to be implied by this Agreement with respect to Confidential Information, trademarks, service marks, patents, inventions, copyrights, trade secrets, and other information.. Hoku Initials & Date /s/ DS Oct. 11, 2004 Sanyo Initials & Date /s/ YI Oct. 20 2004 6 of 17 d. The Parties acknowledge and agree that no license to any Confidential Information, or any patents, licenses, service marks or trademarks of the other Party is granted by this Agreement or by any disclosure of Confidential Information hereunder other than expressly stated in this Agreement. e. If at any time SANYO comes in contact with Confidential Information through its relationship with HOKU that may create a conflict of interest for SANYO, including, but not limited to, SANYO’s own Fuel Cell or related research or another relationship with an entity that may benefit from the Confidential Information from HOKU, then SANYO shall notify HOKU of the conflict at its earliest possible convenience, but no later than seven (7) days after first becoming aware of such a conflict. f. Each of the Parties agrees that it shall not copy or reproduce, distribute or disseminate in whole or in part, or reverse engineer or attempt to reverse engineer, any Confidential Information. g. In the event that a Party is required by lawful service of subpoena or court order to disclose Confidential Information, the Party shall notify the other as soon as practicable and in any event prior to any actual disclosure so that the respective Party may seek an appropriate protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the disclosing Party may only furnish that portion (and only that portion) of the Confidential Information, which, in the opinion of their counsel, the Party is legally compelled to disclose. h. The Parties covenant and agree that upon written request from a corporate officer of the other Party, it shall deliver, within a reasonable period of time not to exceed seven (7) days, to the custody of the person designated by the Party all originals and copies of Confidential Information and not retain any copies, summaries or other descriptions of such information.

Confidential Information Covenants. a. 10.1 has and shall continue to furnish Lannett with written confidential information, as available to ****, consisting of any technical data and CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION -- ASTERISKS DENOTE SUCH OMISSION information relating to the Products, which **** may consider necessary or useful in the manufacture, compounding, process control, bottling and packaging of the Products by Lannett, including information from NDA's and ANDA's. Lannett, during the term of this Agreement, may furnish confidential information to ****. The Parties confidential information of both parties shall thereafter be called collectively the "Information". 10.2 The parties acknowledge that all Information will be considered to be confidential by the other party, and shall not disclose to others or make any use of the Information for themselves or for others without the written consent of the other party while this Agreement is in effect and for ten (10) years after its termination or, if the Product is subject to an NDA or ANDA, such Product is not longer approved, whichever is later. Both parties shall treat the Information as confidential unless the Information (I) was known to the receiving party prior to the disclosure hereunder; or (ii) is or becomes publicly known through no fault or omission attributable to the receiving party; or (iii) is rightfully given to the receiving party from sources independent of the disclosing party, which sources rightfully possess such Information; or (iv) is derived by the receiving party independently of any disclosure from the disclosing party or its affiliates; or (v) must be divulged to any Federal, state or local government authority, in which case the party divulging Information shall promptly notify the other party, so that the party can take all steps necessary to protect its confidential Information. In such case, the disclosing party agrees to take whatever steps are necessary to protect the confidentiality of the confidential Information. This limitation and disclosure shall extend to the substance of any discussions concerning confidential Information. 10.3 The receiving party shall return to the providing party any and all documents of any type which contain Information and shall destroy any copies thereof at the termination of this Agreement except that the parties may retain such records pertaining to the Products as may be required by any applicable laws and/or regulations. 10.4 The parties agree that from time to time in connection with their discussions, the confidential Information shall be used by it will be given or have access to certain Confidential Information. All Confidential Information is and shall remain solely for the exclusive property purpose of manufacture of the respective Party. The respective Party shall retain all rights, title Products for **** and interest therein. The Parties shall hold in confidence and vigorously safeguard all such Confidential Information, using that they will make no less care than that employed to protect use of their own proprietary information and to prevent of the unauthorized use or disclosure thereofconfidential Information of the other for any other purpose. b. 10.5 The Parties parties agree to take all action(s) necessary or appropriate reasonable precautions to maintain preclude the confidentiality of the Confidential Information. Each Party expressly agrees that such information shall not be disclosed disclosure to other, except as provided herein, by any of its their officers, directors, partners, employees, consultantsagents and representatives of all confidential Information pertaining to the Products. Such precautions shall include restriction of knowledge of, or agents (“Personnel”)and access to, or any other third party or individuals, except confidential Information on a need-to-know basisbasis to only those officers, without employees, agents, and representatives who are directly connected with manufacturing the prior written consent Products CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION -- ASTERISKS DENOTE SUCH OMISSION for **** Employees of both parties sign company secrecy agreement upon hire. 10.6 This Agreement is not, and shall not be construed to be, a corporate officer grant of any right or license, express or implies, by one party to the other under any patent, trademark, copyright, or know-how or other rights that either party may now have or hereafter hold relating to the subject matter of the Party confidential Information disclosed hereunder and/or as to the Products. It is understood that owns said Confidential Information. Each Party the confidential Information disclosed by **** shall promptly advise the other in writing if it learns of any unauthorized use or disclosure of Confidential Information remain ****'s property and that disclosed by their organization, any of their Personnel, or former Personnel. c. No other rights or obligations other than those expressly recited herein are to be implied by this Agreement with respect to Confidential Information, trademarks, service marks, patents, inventions, copyrights, trade secretsLannett shall remain Lannett's property, and other information. d. The Parties acknowledge and agree that no license to neither party shall make any Confidential Information, or any patents, licenses, service marks or trademarks use of the other Party is granted by this Agreement or by any disclosure of Confidential confidential Information hereunder other than expressly stated in this Agreement. e. If at any time SANYO comes in contact with Confidential Information through its relationship with HOKU that may create a conflict of interest for SANYOtheir own purposes, including, but not limited to, SANYO’s own Fuel Cell applying for a patent or related research developing an identical or another relationship with an entity that may benefit from the Confidential Information from HOKU, then SANYO shall notify HOKU of the conflict at its earliest possible convenience, but no later than seven (7) days after first becoming aware of such a conflictsimilar product for itself or for others. f. Each of the Parties 10.7 Lannett agrees that it shall not copy or reproducecontract manufacture an identical product to any of the Products during the term of this Agreement and for a period of one (1) year following termination of this Agreement, distribute or disseminate in whole or in partwritten notice from Lannett to **** that it will manufacture the Product for ****, or reverse engineer or attempt written notice from **** to reverse engineer, any Confidential InformationLannett that it will not require the Product to be manufactured by Lannett. g. In the event that a Party is required by lawful service of subpoena or court order to disclose Confidential Information, the Party shall notify the other as soon as practicable and in any event prior to any actual disclosure so that the respective Party may seek an appropriate protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the disclosing Party may only furnish that portion (and only that portion) of the Confidential Information, which, in the opinion of their counsel, the Party is legally compelled to disclose. h. The Parties covenant and agree that upon written request from a corporate officer of the other Party, it shall deliver, within a reasonable period of time not to exceed seven (7) days, to the custody of the person designated by the Party all originals and copies of Confidential Information and not retain any copies, summaries or other descriptions of such information.