Common use of Know-How Restrictions and Firewall Clause in Contracts

Know-How Restrictions and Firewall. GSK shall not, and shall ensure its Affiliates and Persons acting under its authority do not, use or practice (or authorize the use or practice of) any Santarus Know-How or other Confidential Information of Santarus (including Data regarding the manufacture, formulation, release profile, efficacy or safety, use, sale or promotion of any Licensed Product, for the purposes of manufacturing, developing or commercializing any product (other than Licensed Products for applications in the Field in the GSK Territory in accordance with this Agreement or the PR Product in the PR Territory in accordance with the Distribution Agreement). GSK recognizes that, while GSK is Santarus’ licensee of Licensed Products in the GSK Territory pursuant to this Agreement, GSK could, subject to Section 6.1 and this Section 6.2, develop a PPI Pharmaceutical Product which would, once launched, compete with Santarus with respect to the Licensed Products. GSK acknowledges that Santarus is disclosing to GSK Santarus Know-How and other Confidential Information of Santarus for GSK’s use solely with respect to the Licensed Products for applications in the Field in the GSK Territory under this Agreement (or as otherwise provided with respect to PR Products in the PR Territory pursuant to the Distribution Agreement), and GSK agrees not to use the Santarus Know-How or other Confidential Information of Santarus, directly or indirectly, in the research, manufacture, development, sale or marketing of any PPI Pharmaceutical Product other than (a) Licensed Products to the extent permitted under this Agreement or (b) the PR Product to the extent permitted under the Distribution Agreement. GSK shall limit disclosure of Santarus Know-How or other Confidential Information of Santarus to its and its Affiliates’ employees, consultants and other agents located in the Territory (or the PR Territory to the extent permitted under and in accordance with the Distribution Agreement) who need to access such Santarus Know-How or other Confidential Information of Santarus for the development, manufacture or commercialization of Licensed Products in the GSK Territory in accordance with this Agreement (or the PR Territory to the extent permitted under the Distribution Agreement) and who are bound by obligations of confidentiality and non-use no less burdensome than those set forth in this Agreement. Santarus Know-How or other Confidential Information of Santarus shall not be disclosed to any of GSK’s or its Affiliates’ employees, consultants or other agents involved in the research, development, manufacture or commercialization of any PPI Pharmaceutical Product other than Licensed Products as permitted under this Agreement or the PR Product as permitted under the Distribution Agreement, nor use or consider any such information or GSK’s plans with regard to any Licensed Product in the development, manufacture or commercialization of any PPI Pharmaceutical Product, and GSK agrees to institute reasonable procedures and safeguards intended to prevent such prohibited disclosures.

Know-How Restrictions and Firewall. GSK shall not, and shall ensure its Affiliates and Persons subcontractors, sub-distributors and other persons acting under its authority do not, use or practice (or authorize the use or practice of) any Intellectual Property or Santarus Know-How Confidential Information, or any other Confidential Information of Santarus (including Data information regarding the manufacture, formulation, release profile, efficacy or safety, use, sale or promotion of any Licensed PR Product, for the purposes of manufacturing, developing or commercializing any product (other than PR Products in the Territory that are supplied to GSK by Santarus or an Authorized Manufacturer in accordance with the terms and conditions of this Agreement or Licensed Products for applications in the Field in the GSK Territory in accordance with this Agreement or the PR Product in the PR Territory in accordance with the Distribution AgreementROW License). GSK recognizes that, while GSK is Santarus’ licensee distributor of Licensed Products PR Product in the GSK Territory pursuant to this Agreement, GSK could, subject to Section 6.1 2.6.1 and this Section 6.22.7, develop a PPI Pharmaceutical Product which would, once launched, compete with Santarus with respect to the Licensed ProductsPR Product outside the Territory. GSK acknowledges that Santarus is disclosing to GSK Santarus Know-How Intellectual Property and other Confidential Information of Santarus for GSK’s use solely with respect to the Licensed Products for applications PR Product in the Field in the GSK Territory under this Agreement (or as otherwise provided with respect to PR Licensed Products in the PR GSK Territory pursuant to the Distribution AgreementROW License), and GSK agrees not to use the Santarus Know-How Intellectual Property or other Santarus’ Confidential Information of SantarusInformation, directly or indirectly, in the research, manufacture, development, sale or marketing of any PPI Pharmaceutical Product other than (a) Licensed Products PR Product to the extent permitted under this Agreement or (b) the PR Product Licensed Products to the extent permitted under the Distribution AgreementROW License. GSK shall limit disclosure of Santarus Know-How or other Santarus’ Confidential Information of Santarus to its and its Affiliates’ employees, consultants and other agents located in the Territory (or the PR GSK Territory to the extent permitted under and in accordance with the Distribution AgreementROW License) who need to access such Santarus Know-How or other Confidential Information of Santarus for the developmentmanufacture, manufacture development or commercialization sale of Licensed Products PR Product in the GSK Territory in accordance with this Agreement (or the PR GSK Territory to the extent permitted under the Distribution AgreementROW License) and who are bound by obligations of confidentiality and non-use no less burdensome than those set forth in this Agreement. Santarus Know-How or other Confidential Information of Santarus shall not be disclosed to any of GSK’s or its Affiliates’ employees, consultants or other agents involved in the research, development, manufacture or commercialization of any PPI Pharmaceutical Product other than Licensed Products PR Product as permitted under this Agreement or the PR a Licensed Product as permitted under the Distribution AgreementROW License, nor use or consider any such information or GSK’s plans with regard to any Licensed the PR Product in the development, manufacture or commercialization of any PPI Pharmaceutical Product, and GSK agrees to institute reasonable procedures and safeguards intended to prevent such prohibited disclosures.