EXHIBIT F
CONFIDENTIALITY AGREEMENT
This Agreement, effective this 27th day of March, 1995, is entered into by
Mallinckrodt Veterinary, Inc. (hereinafter referred to as "Mallinckrodt"), 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and Syntro Corporation
(hereinafter referred to as "Syntro"), 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxx 00000.
It is agreed between the Parties as follows:
1. PURPOSE
Mallinckrodt and Syntro are interested in discussing Mallinckrodt's possible
investment in or acquisition of the stock and/or assets of Syntro. In the
course of such discussions, it may become necessary or desirable for each of
the Parties to disclose certain information which it considers proprietary or
confidential. The Parties shall limit disclosure of confidential and
proprietary information as defined below to those of its Representatives who
have a need to know such information for the purposes of the Agreement. As used
herein, the term "Representatives" includes the directors, officers, employees,
agents and professional advisors of the designated Party. Further, Mallinckrodt
reserves the right to disclose such information received from Syntro to its
parent, Mallinckrodt Group, Inc., which will honor the confidentiality
provisions of this Agreement. The purpose of this Agreement is to allow the
Parties to assess their interest in such an investment or acquisition.
2. DEFINITION
"Confidential or Proprietary Information" as used in this Agreement means all
scientific, technical, financial and business information, including samples
and any Confidential or Proprietary Information relating thereto disclosed in
writing designated as "confidential" or if disclosed orally confirmed in
writing as "confidential" within thirty (30) days of disclosure, other than
Confidential or Proprietary Information which:
a) is or becomes available to the public other than through unauthorized
disclosure by the recipient; or
b) was known to the recipient as evidenced by business records, before
receipt thereof from the disclosing Party under this Agreement; or
c) is received by the recipient without restriction on disclosure from a
third party who is not under any obligation of confidentiality with respect
to such Confidential or Proprietary Information; or
d) is independently developed by employees of the recipient who did not
have access to the information.
The term "Confidential and Proprietary Information" also includes all notes,
analyses, compilations, studies, interpretations or other documents prepared by
a Party or its Representatives which contain, reflect or are based upon, in
whole or in part, the information furnished by the other party pursuant hereto.
3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
The Parties shall maintain in confidence and not publish or otherwise
disclose to any person other than the Representatives or use for any purpose
other than for the purpose of evaluating a possible transaction, all
Confidential or Proprietary Information disclosed pursuant to this Agreement
including the fact that these discussions are taking place.
Notwithstanding anything to the contrary stated herein, in the event the
recipient is required by legal process or governmental action to disclose
Confidential or Proprietary Information, the recipient will provide the
disclosing party with prompt notice thereof to afford the opportunity to seek
an appropriate protective order and/or provide written consent to such
disclosure. If in the absence of a protective order or written consent the
recipient is nonetheless, in the written opinion of its counsel, compelled to
disclose such information, it may do so to the minimum extent required without
liability hereunder.
4. RETURN OF INFORMATION
At the conclusion of this Agreement, all copies of the Confidential or
Proprietary Information shall be returned to the disclosing Party, or
destroyed, provided, however, that one copy may be retained by the recipient in
its legal file for purposes of interpretation of this Agreement only.
Notwithstanding the return or destruction of the Confidential or Proprietary
Information, the Parties and their Representatives will continue to be bound by
their obligations of confidentiality and other obligations hereunder.
5. RESTRICTION ON USE OF INSIDE INFORMATION
The Parties hereby acknowledge that they are aware, and that they will advise
their Representatives, that the federal and state securities laws of the United
States prohibit any person who has received material, nonpublic information
about an issuer from purchasing or selling securities of such issuer, or from
communicating such information to another person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell
such securities. The Parties hereby agree that none of the Confidential or
Proprietary Information provided pursuant to this Agreement will be used by
them or disclosed to others for their use in purchasing, selling or trading in
securities of either party in any manner that is a violation of United States
federal and state securities laws and the rules and regulations promulgated
thereunder, and the Parties acknowledge their duties to not purchase, sell or
trade in securities on the basis of any material, nonpublic information
received from or about Syntro or Mallinckrodt, or to assist others in so doing.
6. ENFORCEMENT
It is understood and agreed that no failure or delay by any Party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
hereunder.
If a court of competent jurisdiction makes a final determination that a Party
or its Representatives has materially breached this Agreement, then such Party
shall pay the reasonable legal fees and court costs incurred by the injured
Party in connection with the enforcement of this Agreement as to such breach.
7. GENERAL PROVISIONS
The confidentiality and non-use obligations described herein shall terminate
three (3) years from the effective date of this Agreement as to information
other than product development and scientific information and five (5) years as
to product development and scientific information. This Agreement, including
the rights and obligations hereunder, shall apply to and benefit any successors
to or transferee of the rights of either Party and shall apply to and bind the
successors, assigns and legal representatives of each Party. This Agreement
shall be governed by the laws of the State of Kansas and no effect shall be
given to the principles of conflict of laws. This Agreement may only be amended
or modified by a writing signed by both Parties.
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It is agreed that unless and until a definitive agreement regarding a
business transaction between the Parties has been executed and delivered,
neither Party will be under any legal obligation of any kind whatsoever with
respect to such a transaction by virtue of this Agreement except for the
matters specifically agreed to herein.
Syntro Corporation Mallinckrodt Veterinary, Inc.
/s/ J. Xxxxxx Xxxx /s/ Xxxx X. Xxxxxxx
By: _________________________________ By: _________________________________
_____________________________________ _____________________________________
President & CEO President & CEO
Title: ______________________________ Title: ______________________________
_____________________________________ _____________________________________
27 March 1995 3/27/95
Date: _______________________________ Date: _______________________________
_____________________________________ _____________________________________
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