Common use of Scope of Confidential Information Clause in Contracts

Scope of Confidential Information. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information; with such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked or otherwise identified as “confidential” constitutes “Confidential Information” hereunder. Confidential Information excludes information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement by Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of Receiving Party before being disclosed by or on behalf of Disclosing Party; or (iv) was or is independently developed by Receiving Party without reference to or use of, in whole or in part, any of Disclosing Party’s Confidential Information. For the avoidance of doubt, (x) “Confidential Information” does not include information with respect to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be governed by the Purchase Agreement, and (y) the books and records owned by Service Provider pursuant to Section 8(b) of this Agreement shall be Service Provider’s Confidential Information. Upon the consummation of the Second Closing or earlier termination of this Agreement, this Section 9 shall terminate as to Service Provider and the Company shall convey all Company Confidential Information to Service Provider and be bound by the confidentiality provisions in the Purchase Agreement with respect thereto.

Scope of Confidential Information. From time to time during the Term, either each Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, productsProducts and services, confidential intellectual propertyinformation and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information; with such . Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked marked, designated or otherwise identified as “confidential,” constitutes is collectively referred to as “Confidential Information” hereunder. Notwithstanding the foregoing, Confidential Information excludes does not include information that, that at the time of disclosure: (ia) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement Section 13 by the Receiving PartyParty or any of its Representatives; (iib) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third-third party is not and was not prohibited from disclosing such Confidential Information; (iiic) was known by or in the possession of the Receiving Party before or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or (ivd) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. For If the avoidance Receiving Party is required by applicable Law to disclose any of doubt, (x) “Confidential Information” does not include information with respect to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be governed by the Purchase Agreement, and (y) the books and records owned by Service Provider pursuant to Section 8(b) of this Agreement shall be Service ProviderDisclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. Upon If the consummation Receiving Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Second Closing or earlier termination of this Agreement, this Section 9 shall terminate as to Service Provider and the Company shall convey all Company Disclosing Party’s Confidential Information to Service Provider and be bound by the confidentiality provisions that, in the Purchase Agreement with respect theretowritten opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

Scope of Confidential Information. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its standard operating procedures, business affairs, productssafety protocols, the Product, services, CMC Data, Data, Information, Post-Marketing Studies, Regulatory Information, Required Information, Sensitive Information, confidential intellectual property, trade secrets, information and materials comprising or relating to third-party confidential information, information and other sensitive or proprietary information; with such . Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked marked, designated or otherwise identified as “confidential” constitutes “Confidential Information” hereunder. Confidential Information excludes does not include information that, that at the time of disclosuredisclosure and as established by documentary evidence: (ia) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement Section 8 by the Receiving PartyParty or any of its Representatives; (iib) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that provided, that, such third-third party is not and was not prohibited from disclosing such Confidential Information; (iiic) was known by or in the possession of the Receiving Party before or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or (ivd) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. For the avoidance of doubt, ; (xe) “Confidential Information” does not include information with respect is required to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be governed by the Purchase Agreement, and (y) the books and records owned by Service Provider disclosed pursuant to Section 8(bApplicable Law; or (f) of this Agreement shall be Service Provider’s Confidential Information. Upon the consummation of the Second Closing is source information for a MDR or earlier termination of this Agreementa MDR itself, this Section 9 shall terminate except as to Service Provider and the Company shall convey all Company Confidential Information to Service Provider and be bound by the confidentiality provisions in the Purchase Agreement with respect theretoprovided herein.

Scope of Confidential Information. From time to time during the Term, either Party (as the “"Disclosing Party”") may disclose or make available to the other Party (as the “"Receiving Party”") information about its business affairs, productsproducts and services (including any Forecasts), confidential intellectual propertyinformation, trade secretsand materials comprising or relating to IP Rights, third-Trade Secrets, third party confidential information, and other sensitive or proprietary information; with such . Such information, as well as the terms of this the Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked marked, designated or otherwise identified as “"confidential” " constitutes “"Confidential Information” " hereunder. Confidential Information excludes does not include information that, at the time of disclosuredisclosure and as established by documentary evidence: (ia) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement section by the Receiving PartyParty or any of its Representatives; (iib) is or becomes available to the Receiving Party on a non-confidential basis from a third-third party source, provided that such third-third party is not and was not prohibited from disclosing such Confidential Information; (iiic) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (ivd) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s 's Confidential Information. For the avoidance of doubt, (x) “Confidential Information” does not include information with respect to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be governed by the Purchase Agreement, Buyer may disclose Seller technical and (y) the books and records owned by Service Provider pursuant to Section 8(b) of this Agreement shall be Service Provider’s Confidential Information. Upon the consummation of the Second Closing or earlier termination of this Agreement, this Section 9 shall terminate as to Service Provider and the Company shall convey all Company programmatic Confidential Information to Service Provider Buyer’s prospective and be bound by actual customers, as reasonably required, provided that Buyer first receives from such customers a confidentiality commitment no less stringent than the confidentiality provisions in the Purchase Agreement with respect theretoone herein contained.

Scope of Confidential Information. From time to time during the TermTerm of this Framework Agreement, either Party or its Affiliates (as the “Disclosing Party”) may disclose or make available to the other Party or its Affiliates (as the “Receiving Party”) information about its business affairs, productsgoods and services, confidential intellectual propertycustomers, trade secretsinformation and materials comprising or relating to the Intellectual Property, third-party confidential information, information and other sensitive or proprietary information; with such . Such information, as well as the terms of this Framework Agreement, whether disclosed orally or in written, electronic or other form or media, and whether or not marked marked, designated or otherwise identified as “confidential” constitutes ”, are collectively referred to as “Confidential Information” hereunder. Notwithstanding the foregoing, Confidential Information excludes does not include information thatthat the Receiving Party can demonstrate, at the time of disclosuredisclosure before, on or after the Effective Date: (ia) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement Article 16 by the Receiving PartyParty or any of its Affiliates; (iib) is or becomes available to the Receiving Party on a non-non- confidential basis from a third-party source, provided that such third-third party is not and was not prohibited from disclosing such Confidential Information; (iiic) was developed by the Receiving Party independently of and without use of or access to Confidential Information, or (d) was rightfully known by or in the possession of Receiving Party before being disclosed by or on behalf of Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference obligations of confidentiality prior to the Receiving Party’s receipt from the Disclosing Party before, on or use of, in whole or in part, after the Effective Date. The Receiving Party shall be responsible for any breach of this Section by any of Disclosing Party’s Confidential Informationits Affiliates. For the avoidance Article 18 below (Limitation of doubt, (xLiability) “Confidential Information” does shall not include information with respect apply to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be governed by the Purchase Agreement, and (y) the books and records owned by Service Provider pursuant to Section 8(b) any breach of this Agreement shall be Service Provider’s Confidential Information. Upon the consummation of the Second Closing or earlier termination of this Agreement, this Section 9 shall terminate as to Service Provider and the Company shall convey all Company Confidential Information to Service Provider and be bound by the confidentiality provisions in the Purchase Agreement with respect theretoArticle 16.