Common use of Restricted Information Clause in Contracts

Restricted Information. Ambit recognizes that by reason of Astellas’s status as an exclusive licensee pursuant to the grants under Section 3.1, Astellas has an interest in Ambit’s retention in confidence of Ambit Know-How, Ambit Program Know-How and Joint Program Know-How that relates directly to the Licensed Compounds or Products. Accordingly, until the expiration of Astellas’s exclusive license in all countries with respect to each Licensed Compound and Product under Section 3.3.1, Ambit shall, and shall cause its Affiliates and their respective officers, directors, employees and agents to, keep completely confidential, and not publish or otherwise disclose to any Third Party (except as expressly permitted under this Agreement), and not use for any purpose other than as permitted or contemplated in this Agreement, any specific Ambit Know-How, Ambit Program Know-How or Joint Program Know-How that comprises or relates directly to any Licensed Compound or Product, or the Exploitation thereof, including data and results of Clinical Trials and nonclinical studies with respect to any Licensed Compound or Product (whether conducted prior to or during the Term), or any Regulatory Materials and Regulatory Approvals with respect thereto (the “Restricted Information”); provided, however, that the “Restricted Information” shall not include any Information to the extent (a) such Information is in the public domain through no fault of Ambit, its Affiliates or any of their respective officers, directors, employees or agents, (b) such Information relates broadly to Ambit’s technology and/or other compounds or products that are not Licensed Compounds (or the discovery, research, characterization, manufacture, or use thereof) and has substantial utility for purposes outside of the exclusive rights licensed to Astellas under this Agreement; (c) disclosure or use of the Information by Ambit would be expressly permitted under Section 6.2.2; or (d) disclosure or use of the Information by Ambit is otherwise expressly permitted by the terms of this Agreement. For clarification, the disclosure by Ambit to Astellas of Restricted Information shall not cause such information to cease to be subject to the provisions of this Section 6.1. In the event this Agreement is terminated in its entirety by Astellas CONFIDENTIAL pursuant to Section 9.2, 9.3 or 9.4 or by Ambit pursuant to Section 9.3 or 9.4, this Section 6.1 (other than this final sentence) shall terminate and have no continuing force or effect and the Restricted Information (other than (i) the Joint Program Know-How included therein and (ii) the Regulatory Materials and Regulatory Approvals included therein to the extent that such Regulatory Materials and Regulatory Materials are not assigned to Ambit pursuant to Section 9.6.1(f) or 9.6.2(c)) shall thereafter be deemed solely to be Confidential Information of Ambit, for purposes of the surviving provisions of this Agreement.

Restricted Information. Ambit recognizes that by reason For the period commencing on the Closing Date and ending on the third anniversary of Astellas’s status as an exclusive licensee pursuant the Closing Date, (i) ALBANK shall not use to the grants under Section 3.1, Astellas has an interest in Ambit’s retention in confidence of Ambit Know-How, Ambit Program Know-How and Joint Program Know-How that relates directly to the Licensed Compounds or Products. Accordingly, until the expiration of Astellas’s exclusive license in all countries with respect to each Licensed Compound and Product under Section 3.3.1, Ambit shallits own advantage, and shall cause ensure that none of its Affiliates and their respective officersaffiliates shall use to its advantage, directorsany non-public information relating to the Company obtained by ALBANK directly or indirectly from the Company or its current or former employees that does not reasonably relate to the Assets being acquired or the Liabilities being assumed by ALBANK under this Agreement ("Restricted Information"), whether such Restricted Information may have been or may be obtained by ALBANK, its affiliates, representatives, or agents or employees and agents toof any of the foregoing (collectively, keep completely confidentialthe "ALBANK Group") in the course of negotiations or investigations leading to execution of this Agreement or consummation of the transactions provided for herein or may be obtained by any of the ALBANK Group after such consummation from former employees of the Company, and (ii) ALBANK will not publish or otherwise disclose solicit any trust business from Trust Customers of GMB as of the date hereof and as of the Closing Date whose trust accounts are not being transferred to any Third Party (except as expressly permitted under this Agreement), and not use for any purpose other than as permitted or contemplated in this Agreement, any specific Ambit Know-How, Ambit Program Know-How or Joint Program Know-How that comprises or relates directly to any Licensed Compound or Product, or the Exploitation thereof, including data and results of Clinical Trials and nonclinical studies with respect to any Licensed Compound or Product (whether conducted prior to or during the Term), or any Regulatory Materials and Regulatory Approvals with respect thereto (the “Restricted Information”)ALBANK hereunder; provided, however, that the “Restricted Information” such agreement not to solicit shall not include any Information apply if and only if, and only to the extent (a) that, such Information is customers may have been or may be specifically identified by ALBANK or its affiliates as Trust Customers as a result of information obtained by any one or more of the ALBANK Group from the Company or its employees in the public domain through no fault course of Ambit, its Affiliates negotiations or any investigations leading to execution of their respective officers, directors, employees this Agreement or agents, (b) such Information relates broadly to Ambit’s technology and/or other compounds or products that are not Licensed Compounds (or the discovery, research, characterization, manufacture, or use thereof) and has substantial utility for purposes outside consummation of the exclusive rights licensed to Astellas under this Agreement; (c) disclosure transactions provided for herein or use after consummation hereof from former employees of the Information by Ambit would be expressly permitted under Section 6.2.2; or (d) disclosure or use of Company. From the Information by Ambit is otherwise expressly permitted by date hereof until three years after the terms of this Agreement. For clarificationClosing Date, the disclosure by Ambit Company shall use best efforts to Astellas of Restricted Information shall not cause such information ensure that no list identifying persons as Trust Customers is made available to cease to be subject to the provisions of ALBANK. Nothing in this Section 6.1. In the event this Agreement is terminated in its entirety by Astellas CONFIDENTIAL pursuant to Section 9.2, 9.3 or 9.4 or by Ambit pursuant to Section 9.3 or 9.4, this Section 6.1 (other than this final sentence8(i) shall terminate and have no continuing force or effect and the Restricted Information (other than prevent ALBANK from, without limitation, (i) the Joint Program Know-How included therein and acting as trustee or custodian under Custodial Accounts transferred to ALBANK hereunder, (ii) providing fiduciary services in connection with its securities and insurance subsidiaries, or (iii) soliciting trust business from Banking Customers or any other persons unless such persons have been specifically identified by ALBANK or its affiliates as Trust Customers as a result of information obtained in the Regulatory Materials and Regulatory Approvals included therein to manner described in the extent that such Regulatory Materials and Regulatory Materials are not assigned to Ambit pursuant to Section 9.6.1(f) or 9.6.2(c)) shall thereafter be deemed solely to be Confidential Information of Ambit, for purposes last clause of the surviving provisions of this Agreementsecond preceding sentence.