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.

Limitation on “that the Confidential Information will not Deleted the clause, which may allow Sano to utilize Consider accepting. This deleted clause, will
use of be used in any way detrimental to the Confidential Information to be used in a allow Denove to share confidential
Confidential Denove” detrimental way. Information with Sano, with more ease, as it
Information promises to not to use it in a detrimental way.
Limitation on “You shall maintain a list of those Deleted the clause, which will make it difficult to Consider accepting. As the deleted clause
use of representatives to whom Confidential keep a track of the chain of information, which is will help both the firms to keep a track of
Confidential Information has been disclosed (which list important, in order to know, who holds these confidential information, as to with whom it
Information shall be presented to Denove upon confidential information has been shared with.
request).”