Common use of Use and Restrictions of Confidential Information, Know-How and Trade Secrets Clause in Contracts

Use and Restrictions of Confidential Information, Know-How and Trade Secrets. (a) Any Information Known solely by one Group prior to the Effective Date (“Sole Information”) will be owned solely by the Party that is the successor to that Group (including by way of name change) after the Effective Date. Neither Party shall be permitted to use or disclose Sole Information of the other Party, except to the extent that such Sole Information (i) is or becomes generally available to the public, (ii) is independently developed after the Effective Date by the Party that did not Know such Information prior to the Effective Date, or (iii) becomes available after the Effective Date to the Party that did not Know such Information prior to the Effective Date on a nonconfidential basis from a source other than the other Party, provided that such source is not subject to a confidentiality agreement or other obligation of confidentiality to the other Party or any other Person with respect to any of such Information. For purposes of this Section 3.10(a), “Know” shall mean actual knowledge, as well as Information in a Party’s possession in written, electronic or other tangible or intangible forms, stored in any medium.

Use and Restrictions of Confidential Information, Know-How and Trade Secrets. (a) Any Information Known solely by one Group prior to the Effective Date (“Sole Information”) will be owned solely by the Party that is the successor to that Group (including by way of name change) after the Effective Date. Neither Party shall be permitted to use or disclose Sole Information of the other Party, except to the extent that such Sole Information (i) is or becomes generally available to the public, (ii) is independently developed after the Effective Date by the Party that did not Know such Information prior to the Effective Date, or (iii) becomes available after the Effective Date to the Party that did not Know such Information prior to the Effective Date on a nonconfidential basis from a source other than the other Party, provided that such source is not subject to a confidentiality agreement or other obligation of confidentiality to the other Party or any other Person with respect to any of such Information. For purposes of this Section 3.10(a), “Know” shall mean actual knowledge, as well as Information in a Party’s possession in written, electronic or other tangible or intangible forms, stored in any medium. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.