Common use of Nondisclosure Obligation Clause in Contracts

Nondisclosure Obligation. Each of IMPAX and WCH shall use only in connection with the Manufacture of Product or otherwise in accordance with this Agreement and shall not disclose to any Third Party the Confidential Information received by it from the other Party pursuant to this Agreement, without the prior written consent of the other Party. The foregoing obligations shall survive for a period of five (5) years after the termination or expiration of this Agreement. These obligations shall not apply to Confidential Information that: (i) is known by the receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of the 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 a Party, provided that notice is promptly delivered to the other 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 disclosing 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 other Party.

Nondisclosure Obligation. Each (a) For the Term of IMPAX and WCH shall use only in connection with the Manufacture of Product or otherwise in accordance with this Agreement and three years thereafter, the Receiving Party shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party the Confidential Information received by it from the other Party pursuant to this AgreementParty, without the express prior written consent of the other Disclosing Party. The foregoing obligations shall survive for a period of five (5) years after ; provided however, the termination or expiration of this Agreement. These obligations shall not apply to Confidential Information that: (i) is known by the receiving Receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of may disclose the Confidential Information received from to those of its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors of such Receiving Party who need to know the disclosing Party Confidential Information in connection with this Agreement and such independent development can be documented are bound 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 a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information and thereafter solely in connection with the disclosing purposes of this Agreement. (b) It shall not be considered a breach of this Agreement if the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the request, whether rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with Disclosing Party’s efforts to oppose such disclosure or not obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or other similar a protective order is obtained by not obtained, the other PartyReceiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information.

Nondisclosure Obligation. Each (a) For the Term of IMPAX this Agreement [***], the Party receiving the Confidential Information of the other Party (such receiving Party, the “Receiving Party”) shall keep confidential and WCH shall use only in connection with the Manufacture of Product not publish, make available or otherwise in accordance with this Agreement and shall not disclose any Confidential Information to any Third Party the Confidential Information received by it from the other Party pursuant to this AgreementParty, without the express prior written consent of the other Party. The foregoing obligations shall survive for a period of five (5) years after the termination or expiration of this Agreement. These obligations shall not apply to Party that disclosed such Confidential Information that: (i) is known by the receiving “Disclosing Party”); provided however, the Receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of may disclose the Confidential Information received from to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including sublicensees) of such Receiving Party who need to know the disclosing Party Confidential Information in connection with this Agreement and such independent development can be documented are bound 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 a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and thereafter in no event less than a reasonable standard of care) to keep confidential the disclosing Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with the purposes of this Agreement. (b) It shall not be considered a breach of this Agreement if the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Laws or the request, whether rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or not obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or other similar a protective order is obtained not obtained, the Receiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. To the extent there is any conflict between this ARTICLE 11 and any other agreement related to Confidential Information entered into between the Parties, including the Confidentiality Agreement executed by the other PartyParties dated as of [***], the terms of this ARTICLE 11 shall control to the extent of such conflict.

Nondisclosure Obligation. Each Except as otherwise provided in this Agreement, each party (the “Receiving Party”) agrees that it will: a. Protect the confidential and proprietary nature of IMPAX the Confidential Information of the other party (the “Disclosing Party”) from disclosure to persons who are not employees of the Receiving Party. b. Use great care in the selection and WCH shall use only assignment of personnel who receive the Disclosing Party’s Confidential Information and in connection with that regard to restrict access to the Manufacture Disclosing Party’s Confidential Information within the Receiving Party’s organization to a limited number of Product or otherwise in accordance with persons who must necessarily have such information for the purposes of giving effect to this Agreement and shall not disclose who have been advised of the restrictions contained herein, including the limitations placed on the use of Confidential Information. c. Under no circumstances give any competitor of the Disclosing Party, or other third party, direct or indirect access to any Third Party the Disclosing Party’s Confidential Information received by it from the other Party pursuant to this Agreement, without the prior written consent of the other Disclosing Party. The foregoing obligations shall survive . d. Use the Confidential Information of the Disclosing Party solely for a period the purpose of five (5) years after properly and lawfully performing and exercising of the termination or expiration of Receiving Party’s rights under this Agreement. These obligations shall not apply to Confidential Information that:. (i) is known by the receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of e. Not reproduce the 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 a Party, provided that notice is promptly delivered to the other Disclosing Party in order any form except for internal use of the Receiving Party or as otherwise permitted by this Agreement and to provide an opportunity to seek a protective order include in any such reproduction any ownership or other similar order with respect to such Confidential Information and thereafter confidentiality legends that the disclosing Disclosing Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed may have included in order to comply or with the request, whether or not a protective order or other similar order is obtained by the other Partyoriginal disclosure. f. The terms of this Agreement and Work Orders shall be treated as Confidential Information.

Nondisclosure Obligation. Each (a) For the Term of IMPAX and WCH shall use only in connection with the Manufacture of Product or otherwise in accordance with this Agreement and [*] thereafter, the Party receiving the Confidential Information of the other Party (such receiving Party, the “Receiving Party”) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party the Confidential Information received by it from the other Party pursuant to this AgreementParty, without the express prior written consent of the other Party. The foregoing obligations shall survive for a period of five (5) years after the termination or expiration of this Agreement. These obligations shall not apply to Party that disclosed such Confidential Information that: (i) is known by the receiving “Disclosing Party”); provided however, the Receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of may disclose the Confidential Information received from to its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors (including Sublicensees) of such Receiving Party who need to know the disclosing Party Confidential Information in connection with the exercise of rights and such independent development can be documented performance of obligations under this Agreement, and who are bound 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 a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information and thereafter solely in connection with the disclosing purposes of this Agreement. (b) It shall not be considered a breach of this Agreement if the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the request, whether rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with the Disclosing Party’s efforts to oppose such disclosure or not obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or other similar a protective order is obtained by not obtained, the other PartyReceiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information.

Nondisclosure Obligation. Each (a) For the Term of IMPAX and WCH shall use only in connection with the Manufacture of Product or otherwise in accordance with this Agreement and shall not disclose to any Third Party [***] thereafter, except in the case of Confidential Information received of a Party that has been identified in writing by it from such Party as a trade secret, in which case, the other Party pursuant to obligation contained in this Agreement, without the prior written consent of the other Party. The foregoing obligations shall survive for a period of five (5) years after the termination or expiration of this Agreement. These obligations shall not apply to Confidential Information that: (i) is known by the receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of the 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 a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order Article 9.1 with respect to such Confidential Information shall be perpetual, the Party receiving the Confidential Information of the other Party (such receiving Party, the “Receiving Party”) shall keep confidential and thereafter not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the disclosing express prior written consent of the Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors (including Sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with the purposes of this Agreement. (b) It shall not be considered a breach of this Agreement if the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the request, whether rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with Disclosing Party’s efforts to oppose such disclosure or not obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. Notwithstanding the foregoing provisions of Section 9.1(a), either Party may disclose Confidential Information of the other Party if such Party is required to make such disclosure by Applicable Laws, in response to rules or guidance of the United States Internal Revenue Service or other similar order is obtained taxing authority, or in other legal processes, including by the rules or regulations of the United States Securities and Exchange Commission (the “SEC”) or similar regulatory agency in a country other Partythan the United States or of any stock exchange or other securities trading institution and shall disclose only such Confidential Information of such other Party as is required to be disclosed.

Nondisclosure Obligation. Each (a) For the Term of IMPAX and WCH shall use only in connection with the Manufacture of Product or otherwise in accordance with this Agreement and shall not disclose to any Third Party [***] thereafter, except in the case of Confidential Information received of a Party that has been identified in writing by it from such Party as a trade secret, in which case, the other Party pursuant to obligation contained in this Agreement, without the prior written consent of the other Party. The foregoing obligations shall survive for a period of five (5) years after the termination or expiration of this Agreement. These obligations shall not apply to Confidential Information that: (i) is known by the receiving Party at the time of its receipt, and not 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; (iv) is developed by the receiving Party independently of the 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 a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order Article 9.1 with respect to such Confidential Information shall be perpetual, the Party receiving the Confidential Information of the other Party (such receiving Party, the “Receiving Party”) shall keep confidential and thereafter not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the disclosing express prior written consent of the Party that disclosed such Confidential Information (the “Disclosing Party”); provided however, the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants and/or independent contractors (including Sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and are bound by confidentiality obligations with respect to such Confidential Information. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with the purposes of this Agreement. (b) It shall not be considered a breach of this Agreement if the Receiving Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with a lawfully issued court or governmental order or with a requirement of Applicable Law or the request, whether rules of any internationally recognized stock exchange; provided that: (i) the Receiving Party gives prompt written notice of such disclosure requirement to the Disclosing Party and cooperates with Disclosing Party’s efforts to oppose such disclosure or not obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a reasonable effort to obtain confidential treatment for the disclosed Confidential Information. Notwithstanding the foregoing provisions of Article 9.l(a), either Party may disclose Confidential Information of the other Party if such Party is required to make such disclosure by [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Applicable Laws, in response to rules or guidance of the United States Internal Revenue Service or other similar order is obtained taxing authority, or in other legal processes, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other Partythan the United States or of any stock exchange or other securities trading institution and shall disclose only such Confidential Information of such other Party as is required to be disclosed.