UNDER COMMON CONTROL WITH A PARTY TO THIS AGREEMENT BUT
ONLY FOR SO LONG AS THAT CONTROL REMAINS, WHEREAFTER THAT ENTITY SHALL CEASE TO
BE AN AFFILIATE.
FOR THE PURPOSE OF THIS DEFINITION, CONTROL MEANS OWNERSHIP,
DIRECTLY OR THROUGH ONE OR MORE AFFILIATES, OF FIFTY PERCENT (50%) OR MORE OF
THE SHARES OF STOCK ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS IN THE CASE
OF A CORPORATION, OR FIFTY PERCENT (50%) OR MORE OF THE EQUITY INTERESTS IN THE
CASE OF ANY OTHER TYPE OF LEGAL ENTITY, OR STATUS AS A GENERAL PARTNER IN ANY
PARTNERSHIP, OR ANY OTHER ARRANGEMENT WHEREBY A PARTY CONTROLS OR HAS THE RIGHT
TO CONTROL THE BOARD OF DIRECTORS OR EQUIVALENT GOVERNING BODY OF A CORPORATION
OR OTHER ENTITY.
1.4.
"APPLICABLE LAWS" MEANS, WITH RESPECT TO THE PRODUCT, ALL LAWS,
STATUTES AND REGULATIONS OF ANY GOVERNMENTAL AUTHORITY, INCLUDING ANY REGULATORY
AUTHORITY, HAVING JURISDICTION OVER THE MANUFACTURE, USE, STORAGE, IMPORT,
TRANSPORT, MARKETING, PROMOTING OR SALE OF THE PRODUCT, AS ARE IN EFFECT DURING
THE TERM OF THIS AGREEMENT.
1.5.
"BREACHING PARTY" SHALL HAVE THE MEANING SET FORTH IN
SECTION 13.2(A).
1.6.
"CLAIMS" SHALL HAVE THE MEANING SET FORTH IN SECTION 14.1.
1.7.
"COMPANY TARGET AUDIENCES" MEANS [***].
1.8.
"COMPANY'S TRADE MARKS" MEANS THE TRADE MARKS AS SET OUT IN
SCHEDULE 1.8.
1.9.
"COMPETITIVE PRODUCT" MEANS [***].
1.10.
"CONFIDENTIAL INFORMATION" SHALL MEAN, FOR EACH PARTY, ANY AND ALL
INFORMATION DISCLOSED BY ONE PARTY TO THE OTHER PARTY, WHETHER IN ORAL, WRITTEN,
GRAPHIC, ELECTRONIC FORM OR OTHERWISE ACQUIRED BY A PARTY THROUGH VISUAL
INSPECTION OF TANGIBLE ITEMS OR OBSERVATION OF THE FACILITIES OF ANOTHER PARTY,
WHERE SUCH INFORMATION IS MARKED "CONFIDENTIAL" OR IS DISCLOSED ORALLY AND,
DURING THE COURSE OF SUCH ORAL DISCLOSURE, IS INDICATED TO CONTAIN CONFIDENTIAL
INFORMATION AND THEREAFTER IS SUMMARIZED IN WRITING AS CONFIDENTIAL WITHIN
THIRTY (30) DAYS; EXCEPT ANY PORTION THEREOF WHICH:
(A) IS KNOWN TO THE RECEIVING PARTY AT THE TIME OF DISCLOSURE, AS EVIDENCED BY
ITS WRITTEN RECORDS;
(B) IS DISCLOSED TO THE RECEIVING PARTY BY A THIRD PARTY HAVING A LEGAL RIGHT TO
MAKE SUCH DISCLOSURE, WITHOUT RESTRICTION OF DISCLOSURE;
(C) BECOMES PATENTED, PUBLISHED OR OTHERWISE PART OF THE PUBLIC DOMAIN THROUGH
NO FAULT OF THE RECEIVING PARTY; OR
(D) IS INDEPENDENTLY DEVELOPED BY OR FOR THE RECEIVING PARTY WITHOUT RECOURSE TO
THE OTHER PARTY'S CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER, AS EVIDENCED BY
THE RECEIVING PARTY'S WRITTEN RECORDS.
"CONFIDENTIAL INFORMATION" MAY INCLUDE WITHOUT LIMITATION: (I) TECHNICAL AND
PRODUCT INFORMATION; (II) MANUFACTURING INFORMATION AND PROCESSES;
(III) DRAWINGS, DIAGRAMS, SCHEMATICS AND SPECIFICATIONS; (IV) MARKETING,
CUSTOMER, PRICING, FINANCIAL, AND SALES INFORMATION; (V) REGULATORY INFORMATION
AND MATERIALS; (VI) STRATEGIC AND BUSINESS PLANS; (VII) EACH PARTY'S
INTELLECTUAL PROPERTY EMBODIED IN EACH PARTY'S PRODUCTS AND MATERIALS; AND
(VIII) SAMPLE PRODUCTS THAT MAY BE FURNISHED TO EITHER PARTY.
THE INFORMATION
ENUMERATED IN CLAUSES (I) THROUGH (VIII) IN THE PRIOR SENTENCE SHALL BE DEEMED
CONFIDENTIAL INFORMATION OF A PARTY WHEN DISCLOSED TO THE OTHER WHETHER OR NOT
MARKED "CONFIDENTIAL" OR, IF DISCLOSED ORALLY, INDICATED TO CONTAIN CONFIDENTIAL
INFORMATION