Glossary

Confidential Information

Last updated 28 June 2007

Description

The confidential information that is to be exchanged between the parties.

Often relates to the following types of information: patents, specifications, know-how, correspondence, clinical study data, analytical data, operating procedures, designs.

Examples

Definition:

"Confidential Information" means all information, specifications (including, without limitation, the Specifications), know-how and data pertaining to the Product and ACCESS's business or its Manufacturing operations disclosed to WYETH or its Affiliates, Third Party manufacturers or distributors hereunder, including, without limitation, all information, Specifications, know-how and data related to the design, implementation, performance and manufacture of the Product, and any correspondence with the FDA or any other Regulatory Authority, clinical study data, analytical data, or operating procedures.

-- License and Supply agreement between Access and Wyeth, January 2004

Clause:

9.1 Nondisclosure Obligation.

Each of ACCESS and WYETH shall use only in accordance with this Agreement and shall not disclose to any Third Party the Confidential Information received by it from the other Party pursuant to this Agreement, without the prior written consent of the other Party. The foregoing obligations shall survive for a period of five (5) years after the termination or expiration of this Agreement. These obligations shall not apply to Confidential Information that: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by business records; (b) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (c) is subsequently disclosed to the receiving Party by a Third Party who has the right to make such disclosure; (d) is developed by the receiving Party independently of the Confidential Information received from the disclosing Party and such independent development can be documented by the receiving Party; or (e) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by a Party, provided that notice is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter the disclosing Party discloses to the requesting entity only the minimum Confidential Information required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the other Party.

-- License and Supply agreement between Access and Wyeth, January 2004