Confidential Information. The term “Confidential Information” means any documentation, data, or information which is valuable to and not generally known to the public, including but not limited to any and all knowledge, data or information related to Company’s business or its actual or demonstrably anticipated research or development, including without limitation # trade secrets, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; # information regarding plans for research, development, new products and services, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; # information regarding the skills and compensation of other employees, contractors, and any other service providers of Company; and # the existence of any business discussions, negotiations, or agreements between Company and any third party.
Company has provided and will continue to provide to Employee confidential information and trade secrets including but not limited to Company’s operational, programming, training/employee development, engineering, and sales information, customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that # it is necessary in connection with performing Employee’s duties; or # Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent
or affairs of the Company, of any of its Affiliates, or of its suppliers, customers, licensees or licensors (collectively, Confidential Information), including but not limited to information regarding trade secrets and information (whether or not constituting trade secrets) concerning business plans, marketing plans, strategies, forecasts, financial data, budgets, projections, agreements, inventions, improvements, research or development, know-how, or any other confidential information which gives the Company or its Affiliates an opportunity to claim a competitive advantage or has economic value. The foregoing shall not be applicable to any information which is required to be disclosed by law, including Regulation FD as promulgated by the Securities and Exchange Commission, subpoena or by order of any governmental or judicial authority, provided that the Executive provides prompt notice to the Company of such disclosure request and assists the Company in preventing such disclosure.
Financial Records. Each Party shall, and shall cause its Affiliates to, keep complete and accurate books and records pertaining to Development costs, Net Sales of Licensed Products, as applicable, and Development of the Licensed Compounds or Licensed Products, including books and records of actual expenditures with respect to the budgets set forth in the Initial Development Plan and Budget and each Development Plan, in sufficient detail to calculate all amounts payable hereunder and to verify compliance with its obligations under this Agreement. Such books and records shall be retained by such Party and its Affiliates until the later of # [ ] after the end of the period to which such books and records pertain, and # the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value of a CGU is determined based on the market capitalization. The value-in-use is determined based on specific calculations. These calculations use pre-tax cash flow projections over a period of five years, based on financial budgets approved by management and an average of the range of each assumption mentioned below. As of March 31, 2015, the estimated recoverable amount of the CGU exceeded its carrying amount. The recoverable amount was computed based on the fair value being higher than value-in-use and the carrying amount of the CGU was computed by allocating the net assets to operating segments for the purpose of impairment testing. The key assumptions used for the calculations are as follows:
The term Proprietary Information shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of ReGenX. By way of illustration but not limitation, Proprietary Information includes: # inventions, ideas, samples, media and/or viral vectors and procedures and formulations for producing any such samples, media and/or viral vectors, processes, formulas, data, know-how, improvements, discoveries, developments, designs and techniques; # information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; # information regarding the skills and compensation of employees or other consultants of ReGenX; and # the compensation of the Manager and the terms and conditions of this Agreement. Notwithstanding the foregoing Proprietary Information shall not include information that the Manager can demonstrate by competent evidence:
systems, employment policies, formulation information, budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas thereof. If any information that the Company deems to be a Trade Secret is found by a court of competent jurisdiction not to be a Trade Secret, such information will, nevertheless, be considered Confidential Information for purposes of this RCA.
“Confidential Information” means information regarding the Company and its Affiliates that is not generally available to the public, including (to the extent that it is not so generally available): # information regarding the Company’s and its Affiliates’ business, operations, financial condition, students, vendors, sales representatives and other employees; # projections, budgets and business plans regarding the Company and its Affiliates; # information regarding the Company’s and its Affiliates’ planned or pending acquisitions, divestitures or other business combinations; # the Company’s and its Affiliates’ trade secrets and proprietary information; and # the Company’s and its Affiliates’ technical information, , discoveries, inventions, improvements, techniques, processes, business methods, equipment, software programs, software source documents and formulae. For purposes of the preceding sentence, information is not treated as being generally available to the public if it is made public by Executive in violation of this Agreement. “Confidentiality Period” means the period beginning on the date hereof and ending three years after the last date Executive is employed by the Company.
IMTE is the holding company of the Group. The overall management and control of the business of the Group is vested in the IMTE Board. The Board has reserved for its own decision a number of specific matters, which include the establishment of IMTE's overall strategic direction and strategic plans for its major business units, the approval of budgets, financial objectives and policies and significant capital expenditure, the approval of IMTE's financial statements and published reports, the approval of the establishment and annual review of the effectiveness of IMTE's systems of internal control and risk management, and the appointment of key senior executives. The charters of the various Board committees also require certain matters to be approved by the Board including, among other matters, the executive remuneration policy and the appointment of the external auditors. The Board has otherwise delegated responsibility for the management of the Group, through the Chief Executive Officer, to executive management.
Confidentiality: Executive agrees that he will not disclose or make available to any other person or entity, or use for his own personal gain, monetary or otherwise, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder. For purposes of this Agreement, “Confidential Information” shall mean any and all information, data and knowledge that have been created, discovered, developed or otherwise become known to [[Corporate Group:Organization]] or any of its [[Corporate Group:Organization]] or ventures or in which property rights have been assigned or otherwise conveyed to [[Corporate Group:Organization]] or any of its [[Corporate Group:Organization]] or ventures, which information, data or knowledge has commercial value in the business in which [[Corporate Group:Organization]] is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation Confidential Information includes trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manual, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets or other financial information, projections, licenses, prices, costs, and employee, customer and supplier lists or parts thereof.
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