Project Reno: NDA Issues List

Issue Our Initial Position Sano’s Revised Position Recommended response

Definition of “Confidential Information” includes all
“Confidential information “relating, directly or indirectly,
Information” to Denove or its business, including,
without limitation, information related to
Denove’s products, product candidates,
markets, condition (financial or other),
operations, assets, liabilities, results of
operations, cash flows or prospects of
Denove.”
Deleted the inclusive list of information that should
be treated as confidential (e.g. “information related
to Denove’s products, product candidates, markets,
condition (financial or other), operations, assets,
liabilities, results of operations, cash flows or
prospects of Denove”)
Consider accepting. While the deleted list is
helpful in terms of giving examples and
avoiding potential ambiguity, the scope of
what is or is not “Confidential Information” is
likely not impacted by the change, since “all
information relating, directly or indirectly, to
Denove or its business” is still included in the
definition.

No liability for Denove is demanding Sano to also take Sano declined to adhere to the norms of this NDA Sano is absolutely correct to not take liability
the “confidential the liability for the “Confidential for the “Confidential information” supplied before for the “Confidential Information” supplied
information” Information” supplied before giving this Denove gave this NDA before this NDA as Sano demanded this
received before NDA information to evaluate this present
signing this transaction so the “Confidential Information”
NDA regarding this present transaction should be
kept following the confidentiality norms of this
NDA
“Confidential Denove demanded that Sano should not Sano removed this point from NDA By Removing this point also Sano cannot
Information” can use provided information in any way use this “Confidential Information” in any way
be used in a detrimental to Danove. detrimental to Danove because even if they
Detrimental way trade with any rival company of Danove they
against Denove will still have to keep this information secret
because they accept to keep it confidential
and if Sano accepts to keep it confidential
then it is understood that it will not be used in
any detrimental way for Denove.
Providing a Denove wanted Sano to give a copy of Sano refused to give a copy of the NDA to its As Sano has clearly accepted to made their
copy of NDA to this NDA to its representatives representative. representatives aware of the general terms
the of this agreement so, there is no need of
representatives. giving each representative dealing with
evaluation of transaction a copy of
agreement.
Maintaining a Denove wanted Sano to maintain the list Sano declined to make any such list Denove should make sure that Sano is
list of of the employees who are aware of the
employees who “Confidential Information” of Denove
are aware of the
“Confidential
Information”.
Return and Denove wanted that if Sano didn,t wanted
Destruction to proceed with the transaction Sano
Policy should upon their discretion destroy the
“Confidential Information” or on the
discretion of Denove return back that
information at their expense and even if
Sano decides to not proceed with the
transaction they can keep one copy to the
extent of complying with applicable law,
their employees will still adhere to norms
of confidentiality in this agreement subject
to automatic archiving and backup
Sano declined to return the material but they made
a change in the agreement and decided that they
will destroy the material on the discretion of Denove
and Sano agreed to retain a copy to adhere to the
applicable law and deleted the obligation of
confidentiality part
making a list of employees who are aware of
the “Confidential Information” of Denove
because there is a potential risk that once a
employee who knows any “Confidential
Information” is released from Sano can
disclose it to rival companies. As he would
be no longer under any control of Sano
Even if Sano declined to return the
information supplied they agreed to destroy
the information at the discretion of Denove
and it is a move from their side to save the
expenses of returning the information which
is not taking away any right of Denove and it
can,t cause harm to Denove.As Sano
decided to keep a copy with them to adhere
to the applicable law which makes it clear
they are ready to fulfil every obligation of
confidentiality and that is the reason they
deleted obligations part because it is
understood.