Common use of Nondisclosure and Nonuse Obligations Clause in Contracts

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth shall use Confidential Information of the Disclosing Party only in accordance with and as expressly Permitted by this Agreement and shall not disclose to any Third Party (except as expressly provided in Section 11.2) any Confidential Information of the Disclosing Party, in each case without the prior written consent of the Disclosing Party, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations shall survive the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific Confidential Information of a Disclosing Party that the Receiving Party can demonstrate: (i) is known by the Receiving Party at the time of its receipt other than through a prior disclosure by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed to the Receiving Party by a Third Party who has the right to make such disclosure not in confidence; (iv) is developed by the Receiving Party independently of access to or use of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable notice is promptly delivered to the Disclosing Party and the Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the Disclosing Party.

Nondisclosure and Nonuse Obligations. Each of Impax the parties, as Recipient, hereby agrees to receive and Wyeth shall use hold Confidential Information of the Disclosing Party only Discloser in accordance with confidence, and to protect and safeguard such Confidential Information against unauthorized use or disclosure using at least the same degree of care as expressly Permitted Recipient accords to its own confidential information of like importance, but in no case less than reasonable care. Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees: (a) except as set forth in subsection (c) below, not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any such Confidential Information to any unauthorized third party, including parent companies, unless otherwise agreed by the parties; (b) not to use any Confidential Information in any manner whatsoever except in furtherance of the subject matter hereof; (c) to restrict access to Confidential Information to those of its officers, directors, employees and subcontractors who have a legitimate need-to-know to carry out the purpose of this Agreement and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement; and (d) not to reproduce or copy Confidential Information except to the extent necessary to further the purpose of this Agreement. Furthermore, the existence of any business negotiations, discussions or agreements in progress between the parties shall be kept confidential and shall not disclose be disclosed without written approval of all the parties, except to any Third Party (except as expressly provided in Section 11.2) any Confidential Information of their officers, directors, and employees who have a legitimate need-to-know to carry out the Disclosing Party, in each case without the prior written consent of the Disclosing Party, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations shall survive the expiration or earlier termination purpose of this Agreement and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement. Recipient’s obligation of confidentiality set forth in this Section 9.1 shall be in force for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific Confidential Information of a Disclosing Party that years after the Receiving Party can demonstrate: (i) is known by the Receiving Party at the time of its receipt other than through a prior disclosure by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed to the Receiving Party by a Third Party who has the right to make such disclosure not in confidence; (iv) is developed by the Receiving Party independently of access to or use of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable notice is promptly delivered to the Disclosing Party and the Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the Disclosing Partyinitial disclosure.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth shall use Confidential Information of the Disclosing Party only parties, as Recipient, agrees that such Recipient will not use, disseminate, or in accordance with and as expressly Permitted by this Agreement and shall not any way disclose to any Third Party (except as expressly provided in Section 11.2) any Confidential Information of the Disclosing Partyother party, as Discloser, to any person, firm or business, except to the extent necessary for the performance of such party's obligations or the enjoyment of such party's rights and benefits hereunder, and for any other purpose such Discloser may hereafter authorize in each case without the prior written consent writing. Each of the Disclosing Partyparties, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations as Recipient, agrees that such Recipient shall survive the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific treat all Confidential Information of a Disclosing Party that the Receiving Party can demonstrate: (i) is known by the Receiving Party at the time of its receipt other than through a prior disclosure by the Disclosing Partyparty, as documented by business records; (ii) is at Discloser, with the time same degree of disclosure or thereafter becomes published or otherwise part care as such Recipient accords to such Recipient's own Confidential Information, but in no case less than reasonable care. Each of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed to the Receiving Party by a Third Party who has the right to make parties, as Recipient, agrees that such disclosure not in confidence; (iv) is developed by the Receiving Party independently of access to or use of any Recipient shall disclose Confidential Information received from of the Disclosing Party other party, as Discloser, only to those of such Recipient's employees who need to know such information, and such independent development can be documented by the Receiving Party; Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable notice is promptly delivered to the Disclosing Party and the Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity obtain the Confidential Information of the Discloser, to seek a protective order or other be bound by terms and conditions substantially similar order with respect to those terms and conditions applicable to such Confidential Information and thereafter Recipient under this Agreement. Each of the Receiving Party discloses parties, as Recipient, shall immediately give notice to the requesting entity only other party, as Discloser, of any unauthorized use or disclosure of Discloser's Confidential Information. Each of the minimum parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser's Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the Disclosing PartyInformation.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth Except as permitted in this paragraph, neither party (the “Receiving Party”) shall use nor disclose the Confidential Information of the other party (the “Disclosing Party”) except as necessary to perform its obligations under this Agreement. The Receiving Party agrees that it shall treat all Confidential Information of the Disclosing Party only in accordance with and the same degree of care as expressly Permitted by this Agreement and shall not disclose to any Third Party (except as expressly provided in Section 11.2) any Confidential Information of the Disclosing Party, in each case without the prior written consent of the Disclosing Party, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations shall survive the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific Confidential Information of a Disclosing Party that the Receiving Party can demonstrate: (i) is known by accords to its own Confidential Information, but in no case less than reasonable care. The Receiving Party may disclose Confidential Information only to those of its employees and contractors who need to know such information, and the Receiving Party at certifies that such employees and contractors have previously agreed, either as a condition of employment or in order to obtain the time of its receipt other than through a prior disclosure Confidential Information, to be bound by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed terms and conditions substantially similar to those terms and conditions applicable to the Receiving Party by a Third under this Section 8 (“Confidential Information”). The Disclosing Party who has the right agrees not to make such disclosure not in confidence; (iv) is developed by communicate any information to the Receiving Party independently in violation of access to or use the proprietary rights of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the third party. The Receiving Party to a Third Party, provided that to the extent practicable will immediately give notice is promptly delivered to the Disclosing Party and of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order remedying any such unauthorized use or other similar order with respect to such disclosure of the Confidential Information Information. A breach of this Section 8.2 (“Nondisclosure and thereafter Nonuse Obligations”) by the Receiving Party discloses will cABCe irreparable harm and injury to the requesting entity only Disclosing Party for which money damages are inadequate. In the minimum Confidential Information required to be disclosed in order to comply with the requestevent of such breach, whether or not a protective order or other similar order is obtained by the Disclosing PartyParty shall be entitled to injunctive relief, in addition to its legal and other equitable remedies.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth The Receiving Party shall use hold the Disclosing Party’s Confidential Information in strict confidence and use the same degree of care to prevent the Disclosing Party only in accordance with unauthorized disclosure, dissemination, and as expressly Permitted by this Agreement and shall not disclose to any Third Party (except as expressly provided in Section 11.2) any use of Confidential Information as it does to protect its own similar Confidential Information, but no less than a reasonable standard of care. The Receiving Party shall not, without the prior written approval of the Disclosing Party, (a) disclose any Confidential Information to a third party, (b) use Confidential Information in any way for the benefit of itself or any third party, (c) use Confidential Information in any way other than for the Purpose, or (d) except as may be reasonably necessary to evaluate the potential transaction, make any copies, notes, sketches, drawings, photographs or other reproductions or summaries of, or modification to, any Confidential Information. The Receiving Party will limit access to Confidential Information to only those employees, contractors and legal and financial advisors who have a need to know the Confidential Information to accomplish the Purpose and who are bound by a written (or with respect to legal and financial advisors, ethical or professional) confidentiality obligation at least as protective as this Agreement (collectively, a party’s “Representatives”). The Receiving Party shall inform each case without the prior written consent of its Representatives who receive any of the Disclosing Party’s Confidential Information of its proprietary and confidential information and the obligations of confidentiality, which consent may be provided or withheld nondisclosure and restricted use under this Agreement, and shall cause each Representative to treat and use such Confidential Information in the Disclosing Party’s sole discretioncompliance with this Agreement. The foregoing obligations Receiving Party shall survive the expiration or earlier termination be responsible and liable for all acts and omissions of its Representatives and their compliance with and any breach of this Agreement, and any breach of this Agreement for a period by any of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific Confidential Information of a Disclosing Party that the Receiving Party can demonstrate: (i) is known by the Receiving Party at the time of its receipt other than through Party’s Representatives shall be a prior disclosure by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed to the . The Receiving Party by a Third Party who has the right to make such disclosure shall not, and shall not in confidence; (iv) is developed by the assist any third party to, reverse engineer, decompile, or disassemble any Confidential Information. The Receiving Party independently shall not disclose the existence or terms of access to this Agreement, the fact that the parties are engaged in discussions or use of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable notice is promptly delivered to the Disclosing Party and the Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order negotiations with respect to such Confidential Information and thereafter the Receiving Party discloses to Purpose or any potential transaction or any details regarding the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether Purpose or not a protective order any potential transaction or other similar order is obtained by the Disclosing Partyterms.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth shall Except as expressly permitted in this Agreement or as may be authorized in writing by the Disclosing Party, the Party receiving such Disclosing Party Property (the “Receiving Party”) will not (i) use any Confidential Information of the Disclosing Party only in accordance with and as expressly Permitted by this Agreement and shall not disclose to any Third Party (except as expressly provided necessary to perform its obligations under this Agreement, or (ii) disseminate or in Section 11.2) any way disclose the Confidential Information of the Disclosing PartyParty to any third party other than its Representatives have a need to know such Confidential Information under this Agreement and who are bound by obligations of confidentiality. Notwithstanding the foregoing, or anything in each case without this Agreement to the prior written consent contrary, Customer acknowledges and agrees that Vantage may use one or more third party subcontractors to perform part or all of the Disclosing PartyData Services, which consent and accordingly, the Confidential Information of Customer (including Customer Data) may be provided or withheld transferred to such third party subcontractors; provided, however, that such third party subcontractors shall be bound by obligations of confidentiality. Receiving Party shall treat all Confidential Information with the same degree of care as Receiving Party accords to Receiving Party’s own confidential information, but in no case shall Receiving Party use less than reasonable care. Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information. Receiving Party shall assist the Disclosing Party in remedying any the unauthorized use or disclosure of the Confidential Information. Receiving Party agrees not to knowingly communicate any information to the Disclosing Party in violation of the proprietary rights of any third party. Exclusions from Nondisclosure and Nonuse Obligations. Receiving Party’s sole discretion. The foregoing obligations shall survive the expiration or earlier termination of this Agreement for a period of ten (10under Section 11(b) years. The foregoing non-disclosure and non-use obligations shall do not apply to specific any Confidential Information of a Disclosing Party that the Receiving Party can demonstrate: (i) is known was in the public domain at or subsequent to the time the Confidential Information was communicated to Receiving Party by the Disclosing Party through no fault of Receiving Party; (ii) was rightfully in Receiving Party’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Receiving Party at the time of its receipt other than through a prior disclosure by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed was independently developed by Receiving Party without use of, reference to, or reliance on any Confidential Information communicated to the Receiving Party by a Third Party who has the right to make such Disclosing Party. A disclosure not in confidence; (iv) is developed by the Receiving Party independently of access to or use of any Confidential Information received from the Disclosing by Receiving Party and such independent development can be documented (x) in response to a valid order by the Receiving Party; a court or other governmental body, or (vy) is as otherwise required by law, regulation, rule, act or order of any governmental authority or agency law will not be considered to be disclosed by the a breach of this Agreement; provided, however, that Receiving Party to a Third Party, provided that to the extent practicable provides prompt prior written notice is promptly delivered thereof to the Disclosing Party and the Receiving Party agrees to reasonably assist enable the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order with respect to such otherwise prevent the disclosure; provided, further that any Confidential Information and thereafter the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be so disclosed in order to comply with the request, whether or not a protective order or shall retain its confidential nature for all other similar order is obtained by the Disclosing Partypurposes.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth Except as permitted in this paragraph, neither party (the "RECEIVING PARTY") shall use nor disclose the Confidential Information of the Disclosing Party only in accordance with and as expressly Permitted by this Agreement and shall not disclose to any Third Party other party (the "DISCLOSING PARTY") except as expressly provided in Section 11.2) any necessary to perform its obligations under the Sublicense. The Receiving Party agrees that it shall treat all Confidential Information with the same degree of care as the Disclosing Party, in each case without the prior written consent of the Disclosing Party, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations shall survive the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply Receiving Party accords to specific its own Confidential Information of a similar nature, but in no case less than reasonable care under the circumstances. . The Receiving Party agrees to inform its own employees, agents and contractors of the existence of this confidentiality obligation and will take appropriate measures to ensure their compliance with this obligation. The Disclosing Party that the Receiving Party can demonstrate: (i) is known by the Receiving Party at the time of its receipt other than through a prior disclosure by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed agrees not to communicate any information to the Receiving Party by a Third Party who has in violation of the right to make such disclosure not in confidence; (iv) is developed by the proprietary rights of any third party. The Receiving Party independently of access to or use of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable will immediately give notice is promptly delivered to the Disclosing Party and of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order remedying any such unauthorized use or other similar order with respect to such disclosure of the Confidential Information Information. A breach of this Section 8.2 ("Nondisclosure and thereafter Nonuse Obligations") by the Receiving Party discloses will cause irreparable harm and injury to the requesting entity only Disclosing Party for which money damages are inadequate. In the minimum Confidential Information required to be disclosed in order to comply with the requestevent of such breach, whether or not a protective order or other similar order is obtained by the Disclosing Party shall be entitled to injunctive relief, in addition to its legal and other equitable remedies. The Disclosing Party's nondisclosure and nonuse obligations under this Section 8.2 shall terminate three (3) years after the termination of this Agreement.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth shall The Receiving Party will not use Confidential Information for any purpose other than to facilitate provision of the Disclosing Party only in accordance with and as expressly Permitted by this Agreement and shall Services. The Receiving Party: (a) will not disclose Confidential Information to any Third employee or contractor of the Receiving Party unless such person needs access in order to facilitate provision of Services; (except as expressly provided in Section 11.2b) any will not disclose Confidential Information of the Disclosing Party, in each case to any other third party without the prior written consent of the Disclosing Party, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations shall survive prior written consent; and (c) will not utilize or exploit the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific Disclosing Party’s Confidential Information except as expressly contemplated by this Agreement. Without limiting the generality of a Disclosing Party that the foregoing, the Receiving Party can demonstrate: (i) is known will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but no less than reasonable care, and shall be responsible for breaches of this Section 12 by its employees, contractors, affiliates or representatives. The Receiving Party will promptly notify the Disclosing Party of any misuse or misappropriation of Confidential Information that comes to the Receiving Party’s attention. Notwithstanding the foregoing, the Receiving Party at the time of its receipt other than through a prior disclosure may disclose Confidential Information as required by the Disclosing Partyapplicable law or by proper legal or governmental authority, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed to provided the Receiving Party by a Third Party who has the right to make such disclosure not in confidence; (iv) is developed by the Receiving Party independently of access to or use of any Confidential Information received from gives the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order prompt notice of any such legal or governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable notice is promptly delivered to the Disclosing Party demand and the Receiving Party agrees to reasonably assist cooperates with the Disclosing Party in order to provide an opportunity any effort to seek a protective order or other similar order with respect otherwise to contest such Confidential Information and thereafter the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the requestdisclosure, whether or not a protective order or other similar order is obtained by at the Disclosing Party’s expense.

Nondisclosure and Nonuse Obligations. Each (a) The Parties agree that Confidential Information of Impax and Wyeth shall use either Party concerning which if furnished by a Party to another Party hereunder will be considered to be the Confidential Information of the Disclosing Party Discloser. (b) The Recipient agrees to maintain the Confidential Information in the strictest confidence utilizing the same degree of care the Recipient uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, and to not disclose such information to any third party. The Recipient will use the Confidential Information received hereunder only for the Permitted Purpose and will not copy, decompile, disassemble, or otherwise share the Confidential Information without the Discloser’s prior written permission. This Agreement does not grant or confer to the Recipient any right, title, or interest in accordance any of Discloser’s Confidential Information or intellectual property. The Recipient agrees to promptly notify and cooperate with and as expressly Permitted the Discloser in the event it reasonably anticipates it may be compelled by law, regulation, or judicial, administrative, or governmental proceeding, to disclose any of the Discloser’s Confidential Information, in order to permit the Discloser to seek a protective order. If the Recipient furnishes or has furnished any Confidential Information to any of its affiliates, agents, or colleagues, the Recipient will be responsible for such affiliate’s, agent’s, or colleague’s compliance with the terms of this Agreement and shall not disclose liable for any resulting breaches of this Agreement. (c) This Agreement will impose no obligation upon the Recipient with respect to any Third Party (except as expressly provided in Section 11.2) any Confidential Information of the Disclosing Party, in each case without the prior written consent of the Disclosing Party, which consent may be provided or withheld in the Disclosing Party’s sole discretion. The foregoing obligations shall survive the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations shall not apply to specific Confidential Information of a Disclosing Party that the Receiving Party can demonstrateDiscloser which: (i) is known by was or becomes in the Receiving Party at public domain through no wrongful act of the time of its receipt other than through a prior disclosure by the Disclosing Party, as documented by business recordsRecipient; (ii) is known to the Recipient at the time of disclosure or thereafter becomes published or otherwise part of receipt from the public domain without breach of this Agreement Discloser as evidenced by the Receiving Partya writing dated prior to disclosure; (iii) is subsequently disclosed rightfully provided to the Receiving Party Recipient by a Third Party who has the right to make such disclosure not in confidencethird party without restriction on disclosure; (iv) is developed approved in advance for release by written authorization of an officer of the Receiving Party independently of access to or use of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving PartyDiscloser; or (v) is required by law, regulation, rule, act independently discovered or order of any governmental authority or agency to be disclosed developed by the Receiving Party to a Third Party, Recipient provided that the person or persons developing same have not had access to the extent practicable notice is promptly delivered to the Disclosing Party and the Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter of the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the Disclosing PartyDiscloser.

Nondisclosure and Nonuse Obligations. Each of Impax and Wyeth shall use Confidential Information of the Disclosing Party only District agrees that District will not use, disseminate, or in accordance with and as expressly Permitted by this Agreement and shall not any way disclose to any Third Party (except as expressly provided in Section 11.2) any Confidential Information to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of D2SC and for any other purpose D2SC may hereafter authorize in writing. District shall disclose Confidential Information only to those consultants who need to know such information and certify that such consultants have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to District under this Agreement. District will immediately give notice to D2SC of any unauthorized use or disclosure of the Disclosing Party, Confidential Information. District agrees to assist D2SC in each case without the prior written consent remedying any such unauthorized use or disclosure of the Disclosing PartyConfidential Information. Notwithstanding the foregoing, which consent may be provided or withheld in the Disclosing Partyeach party’s sole discretion. The foregoing confidentiality obligations shall survive the expiration or earlier termination of this Agreement for a period of ten (10) years. The foregoing non-disclosure and non-use obligations hereunder shall not apply to specific Confidential Information of a Disclosing Party that the Receiving Party can demonstrateinformation which: (ia) is already known to the receiving party; (b) becomes publicly available without fault of the receiving party; (c) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party; (d) is shown by written record to be developed independently by either party without use of the other party’s Confidential Information; or (e) is shown by written record to have been known by the Receiving Party either party without restriction as to disclosure at the time of its either party’s receipt other than through a prior disclosure by the Disclosing Party, as documented by business records; (ii) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the Receiving Party; (iii) is subsequently disclosed to the Receiving Party by a Third Party who has the right to make such disclosure not in confidence; (iv) is developed by the Receiving Party independently of access to or use of any Confidential Information received from the Disclosing Party and such independent development can be documented by the Receiving Party; or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the Receiving Party to a Third Party, provided that to the extent practicable notice is promptly delivered to the Disclosing Party and the Receiving Party agrees to reasonably assist the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the Disclosing Partyinformation.