Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (i) was in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for ten (10) years thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose to a Third Party or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving other Party; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, as evidenced by written records kept in the ordinary course of businessMARKED BY BRACKETS, or other documentary proof of actual use by the receiving Party;HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information Know-How and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information information or Know-How developed during the term course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (i) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information developed during the term course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the United States Securities Exchange Commission granting confidential treatment pursuant to the United States Securities Act of 1934, as amended (collectively, "Confidential InformationCONFIDENTIAL INFORMATION"), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered and/or developed by the receiving Party as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties parties agree that that, for the term of this Agreement and for [*] thereafter (or such longer period as may be applicable under either the KH or P&U Agreement), the receiving Party party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party party that such Confidential Information: : (a) was already known, other than under an obligation of confidentiality, to the receiving party at the time of disclosure by the other party; * Certain information on portions of this page Exhibit have been omitted for which confidential treatment has been omitted requested and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) was in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Partyparty; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement; or; (ivd) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party party not to disclose such information to others; or (e) was independently developed by the receiving party without the use of the other party's Confidential Information.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the parties, the Parties agree that receiving party will keep confidential, and will take such reasonable measures to maintain such Confidential Information of the receiving Party shall keep disclosing party as confidential as it takes to protect its own proprietary Confidential Information, and shall will not publish or otherwise disclose or and will not use for any purpose other than as provided for in this Agreement any AlgoRx Pharmaceuticals, Inc. - Capsaicin License -- Xxxxx Xxxxxxxxxx Confidential Information and other confidential and proprietary information and materials furnished to it by the other Party party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "Confidential Information")Agreement, except to the extent that it can be established by the receiving Party party by competent proof that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect : (a) was already known to the omitted portions. (i) was in the lawful knowledge and possession receiving party, other than under an obligation of the receiving Party prior to confidentiality, at the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Partyparty; (iib) was generally available to the public or otherwise part of the public domain domain, other than through any act or omission of the receiving party in breach of this Agreement, at the time of its disclosure to the receiving Partyparty; (iiic) after its disclosure to the receiving party became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party by a third party who had no obligation to the disclosing party not to disclose such Confidential Information to others; or (e) was independently developed by the receiving party by persons who did not have access to the Confidential Information, and other than through any act or omission of the receiving Party party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except During and after the term of this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed by the parties in writing, the Parties parties agree that the receiving Party party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and or proprietary information and or materials furnished to it by the other Party party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "“Confidential Information"”). The terms and conditions of this Agreement shall be the Confidential Information of both parties and, except for clarity, any data, information, or know-how provided by a party pursuant to Sections 3.5 and 3.6 shall be the Confidential Information of such party. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (i) was in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently written documentation by the receiving Party, as evidenced by written records kept in the ordinary course of business, party that such information or other documentary proof of actual use material (a) was already known to or possessed by the receiving Party; party without any obligation of confidentiality, at the time of its disclosure to the receiving party hereunder; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party hereunder; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and to the receiving party hereunder other than through any act or omission of the receiving Party party in breach of this Agreement; or (ivd) was independently developed by the receiving party without use of or reference to the other party’s Confidential Information as demonstrated by documented evidence prepared by the receiving party contemporaneously with such independent development; or (e) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party third party who had no obligation to the disclosing Party party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information information developed during the term course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (i) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of after its disclosure to and other than through any act or omission of the receiving PartyParty in breach of this Agreement; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was independently discovered and / or developed by the receiving Party as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Confidential Information in any Information and other confidential and proprietary information and materials furnished form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party pursuant to (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement or any Information developed during the term of this Agreement (collectively, "Confidential Information")Agreement, except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of the receiving Receiving Party prior to the time it was disclosed to, or learned by, the receiving Receiving Party, or was otherwise developed independently by the receiving Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement; or (ivd) was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the The receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement Agreement, or any Information developed during the term provision of this Agreement that is the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.[*****] - A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (i) was in the lawful knowledge and possession of already known to the receiving Party prior to at the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure by the disclosing Party and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others. (v) was developed by the receiving Party's employees without the use of or access to confidential information of the disclosing Party, as demonstrated by contemporaneous written records of the receiving Party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the The receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement Agreement, or any Information developed during the term provision of this Agreement that is the subject of an effective [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "“Confidential Information"”), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (i) was in the lawful knowledge and possession of already known to the receiving Party prior to at the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure by the disclosing Party and other than through any act or omission of the receiving Party in breach of this Agreement; or; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was developed by the receiving Party’s employees without the use of or access to confidential information of the disclosing Party, as demonstrated by contemporaneous written records of the receiving Party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the parties, the Parties agree that receiving party will keep confidential, and will take such reasonable measures to maintain such Confidential Information of the receiving Party shall keep disclosing party as confidential as it takes to protect its own proprietary Confidential Information, and shall will not publish or otherwise disclose or and will not use for any purpose other than as provided for in this Agreement any Confidential Information and other confidential and proprietary information and materials furnished to it by the other Party party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "Confidential Information")Agreement, except to the extent that it can be established by the receiving Party party by competent proof that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect : (a) was already known to the omitted portions. (i) was in the lawful knowledge and possession receiving party, other than under an obligation of the receiving Party prior to confidentiality, at the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Partyparty; (iib) was generally available to the public or otherwise part of the public domain domain, other than through any act or omission of the receiving party in breach of this Agreement, at the time of its disclosure to the receiving Partyparty; (iiic) after its disclosure to the receiving party became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party by a third party who had no obligation to the disclosing party not to disclose such Confidential Information to others; or (e) was independently developed by the receiving party by persons who did not have access to the Confidential Information, and other than through any act or omission of the receiving Party party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly -------------------------- authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for [*] thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information developed during the term course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be --------------------------- established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; and (e) was independently developed by the receiving Party without reliance on Confidential Information of the other Party.

Confidentiality; Exceptions. Except to the extent --------------------------- expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Agreement: (i) any Information and or other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or Agreement, (ii) any Information developed during the term course of the collaboration hereunder, or (iii) any provisions of this Agreement that may become the subject of an effective order of the Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential ------------ Information"), except to the extent that it can be established by the receiving ----------- Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered and/or developed by the receiving Party as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for seven (7) years thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, "“Confidential Information"”), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of the receiving Party prior already known to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or. (e) was subsequently developed by the receiving Party without use of the Confidential Information as demonstrated by competent written records. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose purpose, other than as provided for in this Agreement or in connection with the exercise of rights or licenses granted in the Development and License Agreement, any Information and other confidential and proprietary information and materials furnished to it by the other Party or any Know-how developed pursuant to this Agreement Agreement, or any Information developed during the term provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934 as amended (collectively, "collectively “Confidential Information"”), except to the extent that it can be established by the receiving Party that such Confidential Information: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.: (ia) was in the lawful knowledge and possession of already known to the receiving Party prior to or any of its Affiliates, other than under an obligation of confidentiality, at the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently of disclosure by the receiving other Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party;; or (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;; or (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or. (ivd) was disclosed to the receiving PartyParty or any of its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered or developed by the receiving Party or any of its Affiliates as documented in its corporate records.