Common use of Ownership of Information; Confidentiality Clause in Contracts

Ownership of Information; Confidentiality. (a) Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article IV, Article V, Article VI, or this Article IX shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. (b) From and after the Effective Time, except as otherwise permitted by this Agreement or any other Split-Off Agreement or with the prior written consent of the other Party, each Party and its Affiliates shall hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and information concerning the other Party and its Affiliates, except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party or its Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party (in the case of Newco and its Affiliates, from sources other than those related to its prior affiliation with the Company and the other members of the Part D Group), and in the case of the Company and its Affiliates, from sources other than those related to the transactions contemplated by this Agreement and the Merger Agreement and the due diligence investigation undertaken in connection therewith, (iii) that a Party may disclose, or may permit disclosure of, such information to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, and (iv) that a Party may disclose, or may permit disclosure of, such information as required in connection with any legal or other proceeding by one Party against any other Party. The obligation of each Party and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.

Ownership of Information; Confidentiality. a. The Licensed IP is the sole property and Confidential Information of Licensor, except to the extent any Contributed Data (aas hereinafter defined) Any information owned is included in any Licensed IP, in which case Subscriber has sole ownership interest in such Contributed Data and Contributed Data is not the Confidential Information of Licensor. Subscriber may use the Licensed IP solely as permitted by one Party or this Agreement and the applicable Order Form. Except for any of its Subsidiaries that is provided to a requesting Party pursuant to Article IV, Article V, Article VI, or this Article IX shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained limited license granted in this Agreement shall be construed as granting and the applicable Order Form, Subscriber acknowledges and agrees that it has no rights or conferring rights interests in or to any part of license or otherwise the Licensed IP other than Contributed Data included in any such informationthe Licensed IP. b. The Contributed Data is the sole property and Confidential Information of Subscriber. Licensor may use the Contributed Data solely to the extent permitted by this Agreement and the applicable Order Form. Except for any limited license granted in this Agreement and the applicable Order Form, Licensor acknowledges and agrees that it has no rights or interests in or to any part of the Contributed Data. c. Each party shall keep confidential, using a level of care similar to what it uses for its own information of a similar nature (bbut not less than reasonable care), confidential information disclosed to it by the other party in connection with this Agreement, including any technology, know-how, data, trade secrets or other business information or information relating to a party or any funds managed by a party (collectively, “Confidential Information”) From and after to any person other than to such party’s officers, directors, employees or service providers, in each case, who has a reasonable need to know such Confidential Information (each, a “Permitted Person”). Each party shall only use the Effective Time, except other party’s Confidential Information as otherwise permitted by this Agreement or any other Split-Off Agreement the applicable Order Form. Each party shall cause such party’s Permitted Persons that are third parties to be bound by a written agreement or professional ethical obligations imposing confidentiality obligations with the prior written consent respect to Confidential Information of the other Party, each Party and its Affiliates shall hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law or the rules of any stock exchange on which such Person’s securities party that are listed or sought to be listed, all confidential documents and information concerning the other Party and its Affiliates, except at least as stringent as those herein. Confidential Information does not include (i) information known to the extent that such information can be shown to have been in receiving party at the public domain through no fault time of such Party or its Affiliatesdisclosure, (ii) information that is disclosed to the extent that such information can be shown to have been later lawfully acquired receiving party by such Party (in the case a third party not under an obligation of Newco and its Affiliates, from sources other than those related to its prior affiliation with the Company and the other members of the Part D Group), and in the case of the Company and its Affiliates, from sources other than those related confidentiality to the transactions contemplated by this Agreement and the Merger Agreement and the due diligence investigation undertaken in connection therewithdisclosing party, (iii) information that a Party may discloseis or becomes publicly available, or may permit disclosure of, such information to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, and (iv) information that a Party the receiving party independently develops without reference to or use of the Confidential Information. In addition, Contributed Data that has been de-identified, anonymized, aggregated or enhanced so that it no longer can be identified as being provided by Subscriber is not owned by Subscriber or the Confidential Information of Subscriber. Each party agrees that the other party may disclosedisclose any Confidential Information that is required by law or regulation to be disclosed provided that, unless prohibited by applicable law or may permit court order, the other party gives such party reasonable notice and opportunity to object to such disclosure; provided, that such disclosure of, in and of itself shall not except such information as required in connection with any legal or other proceeding by one Party against any other Party. The obligation of each Party and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar informationdisclosed from being Confidential Information hereunder.

Ownership of Information; Confidentiality. (a) Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article IV, Article V, Article VI, or this Article IX VII or Article VIII shall be deemed to remain the property of the providing partyParty, it being understood that any information owned by an Acquired Company shall remain the property of such Acquired Company. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. (b) From and after the Effective TimeClosing, except as otherwise permitted by this Agreement or any other Split-Off Agreement or with the prior written consent of the other Party, each Party of the Company and its Parent shall, shall cause their respective Subsidiaries and Affiliates shall hold(including, with respect to Parent, the Acquired Companies) to, and shall use their reasonable best efforts to cause their respective Representatives to holdto, hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and any information concerning provided to a requesting Party pursuant to this Article VII or Article VIII (and, in the other Party and its Affiliatescase of the Company, any information of the Acquired Companies), except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party or its Subsidiaries or Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party after the Closing (in the case of Newco Parent and its Subsidiaries and Affiliates, from sources other than those (A) related to its their prior affiliation with the Company Sellers or their respective Subsidiaries and (B) the other members of the Part D Group), Transactions and in the case of the Company and its Affiliates, from sources other than those related to the transactions contemplated by this Agreement and the Merger Agreement Ancillary Agreements and the due diligence investigation undertaken in connection therewith), (iii) that a such Party may disclose, or may permit disclosure of, such information to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, and (iv) that a such Party may disclose, or may permit disclosure of, such information as required in connection with any legal or other proceeding by one such Party against any other Partythe Sellers (in the case of Parent and the Acquired Companies) or Parent and the Acquired Companies (in the case of the Sellers). The obligation of each Party of the Company, Parent and its their respective Subsidiaries and Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.

Ownership of Information; Confidentiality. (a) Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article IV, Article V, Article VI, or this Article IX VII or Article VIII shall be deemed to remain the property of the providing partyParty. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. (b) From and after the Effective TimeClosing, except as otherwise permitted by this Agreement or any other Split-Off Agreement or with the prior written consent of the other Party, each Party and its Affiliates shall hold, and shall use their reasonable best efforts to cause their respective Representatives to holdto, hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and any information concerning the other provided to a requesting Party and its Affiliatespursuant to this Article VII or Article VIII), except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party or its Subsidiaries or Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party after the Closing (in the case of Newco the Buyers and its their respective Subsidiaries and Affiliates, from sources other than those (A) related to its their prior affiliation with the Company Sellers or their respective Subsidiaries and (B) the other members of the Part D Group), Transactions and in the case of the Company and its Affiliates, from sources other than those related to the transactions contemplated by this Agreement and the Merger Agreement Ancillary Agreements and the due diligence investigation undertaken in connection therewith), (iii) that a such Party may disclose, or may permit disclosure of, such information to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, and (iv) that a such Party may disclose, or may permit disclosure of, such information as required in connection with any legal or other proceeding by one such Party against any other Partythe Sellers (in the case of the Buyers) or the Buyers (in the case of the Sellers). The obligation of each Party and its respective Subsidiaries and Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.

Ownership of Information; Confidentiality. (a) Any information owned by one Party party or any of its Subsidiaries that is provided to a requesting Party party pursuant to Article IV, Article V, Article VI, or this Article IX VII shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. (b) From and after the Effective TimeClosing, except as otherwise permitted by this Agreement or any other Split-Off Agreement or with the prior written consent of the other Partyparty, each Party party and its Affiliates shall holdshall, and shall use their reasonable best efforts to cause their respective Representatives to holdto, hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law or the rules of any stock exchange on which such Person’s securities are listed or sought to be listed, all confidential documents and any information concerning the other Party and its Affiliatesprovided to a requesting party pursuant to this Article VII, except (i) to the extent that such information can be shown to have been in the public domain through no fault of such Party party or its Subsidiaries or Affiliates, (ii) to the extent that such information can be shown to have been later lawfully acquired by such Party (in party after the case of Newco and its Affiliates, from sources other than those related to its prior affiliation with the Company and the other members of the Part D Group), and in the case of the Company and its Affiliates, from sources other than those related to the transactions contemplated by this Agreement and the Merger Agreement and the due diligence investigation undertaken in connection therewithClosing, (iii) that a Party such party may disclose, or may permit disclosure of, such information to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties parties to this Agreement and in respect of whose failure to comply with such obligations, the applicable Party party will be responsible, and (iv) that a Party such party may disclose, or may permit disclosure of, such information as required in connection with any legal or other proceeding by one Party such party against any other Partythe Seller (in the case of the Buyer) or the Buyer (in the case of the Seller). The obligation of each Party party and its respective Subsidiaries and Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.