Confidentiality Exclusions. The Receiving Party shall have no obligation under Section 11.3 with respect to any Confidential Information which the Receiving Party can demonstrate by reasonable written evidence contemporaneous with the event of the exclusion sought to be used hereunder: (a) was already known to it at the time of its receipt hereunder; (b) is or becomes generally available to the public other than by means of breach of this Agreement; (c) is independently obtained from a third party (other than any Authorized Recipient) whose disclosure to the Receiving Party does not violate a duty of confidentiality; or
Confidentiality Exclusions. For purposes hereof, Confidential Information will not include any information that the Receiving Party can establish by convincing written evidence: (a) was previously known by the Receiving Party; (b) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (c) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party without disclosure restrictions; or (d) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the Receiving Party).
Confidentiality Exclusions. The obligations set forth in Section 5 will not apply to any Confidential Information that: (i) is in or enters the public domain without breach of this Agreement by the receiving party; (ii) the receiving party lawfully receives from a third party without restriction on use or disclosure; (iii) the receiving party knew prior to receiving such information from the disclosing party without breach of a nondisclosure obligation, or (iv) the receiving party independently develops without reference to the other party’s Confidential Information.
Confidentiality Exclusions. Article 11.2 (Confidentiality Obligations) does not apply to information which, even if it may be marked “confidential’, is not really confidential, in that
Confidentiality Exclusions. 13.2.1 This confidentiality obligation shall not apply to information:
(a) Which is in the public domain at the time of disclosure or becomes part of the public domain after disclosure otherwise than through a breach of this Contract; or
(b) For which the receiving Party can provide documentary evidence that it was in its lawful possession prior to disclosure to it by the disclosing Party or which is lawfully and bona fide obtained thereafter by the receiving Party from a third party who, to the knowledge or reasonable belief of the receiving Party, did not receive such information directly or indirectly from the disclosing Party when under a duty of confidentiality; or
(c) For which the receiving Party can provide documentary proof that it was independently developed by the receiving Party without prior knowledge of any Confidential Information obtained from the Disclosing Party.
13.2.2 If the receiving Party becomes compelled by judicial or administrative action or required by applicable law or any governmental or other authority or by any applicable regulations to disclose any Confidential Information of the disclosing Party, the receiving Party shall promptly notify the disclosing Party of such requirement in order for the disclosing Party to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Contract.. If the disclosing Party wishes to challenge the validity of such order or requirement or the manner of disclosure, the receiving Party shall assist it in doing so.
Confidentiality Exclusions. The requirement of confidentiality set forth in this agreement does not apply to any Information which
a. at the time of disclosure is generally available to and known by the public (other than as a result of a disclosure made, directly or indirectly, by NJ Labs)
b. was made available to NJ Labs on a nonconfidential basis from a source other than Client, provided that the source is not and was not bound by a confidentiality agreement with the Client
c. was independently acquired or developed by NJ Labs without violating any of NJ Labs obligations under this Agreement
d. has become publicly available other than by NJ Labs’ breach of this Agreement, but the obligation of confidentiality shall cease only after the date on which such information has become publicly available.
Confidentiality Exclusions. “Confidential Information” will not include any information that the receiving Party can establish, via its written records: (a) was independently developed without use of or reference to any Confidential Information; (b) was acquired from a third party which, to the receiving Party’s knowledge, was not under confidentiality or non-disclosure restrictions; or (c) was generally known by or available to the public (through no fault of the receiving Party). The receiving Party may disclose Confidential Information to the extent required by Applicable Law or as otherwise legally compelled, provided that the receiving Party shall promptly notify the other Party before disclosing such Confidential Information, and shall provide reasonable assistance to the other party, upon request, in its efforts to obtain a protective order to protect the confidentiality of such information to be disclosed.
Confidentiality Exclusions. Nothing in this Article 5 shall restrict either party with respect to information or data identical or similar to that contained in the Confidential Information but which (a) that party rightfully possessed before it received such information from the other as evidenced by written documentation; (b) subsequently becomes publicly available through no fault of that party; (c) is subsequently furnished rightfully to that party by a third party without restrictions on use or disclosure; or (d) is required to be disclosed by law, provided that the disclosing party will exercise reasonable efforts to allow the other party to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.
Confidentiality Exclusions. 3.1 The Receiving party shall have no obligation under Section 2 with respect to any Confidential Information which the Receiving party can demonstrate by reasonable written evidence contemporaneous with the event of the exclusion sought to be used hereunder:
(a) was already known to it prior to the time of its receipt hereunder;
(b) is or becomes generally available to the public other than by means of breach of this NDA;
(c) is independently obtained from a third party whose disclosure to the Receiving party does not violate a duty of confidentiality;
(d) is independently developed by or on behalf of the Receiving party without use of, reference to or reliance on any Confidential Information;
(e) is approved for release upon the written permission of an authorized representative of the Disclosing party.
3.2 The Receiving party is entitled to disclose the Confidential Information to the extent required (i) by any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body, or (ii) by the laws or regulations of any country with jurisdiction over the affairs of any company within the relevant party’s group, or (iii) by the rules of any stock exchange on which the shares of any company in the relevant party’s group are listed, or (iv) in any offering circular, information memorandum or other offering materials distributed by the Party to potential investors (whether in draft, preliminary or final form) in connection with any proposed offering of securities, provided that where legally permitted the Receiving party has given notice of such disclosure to the Disclosing party and has given the Disclosing party a reasonable opportunity to object to such disclosure and has provided reasonable assistance in obtaining and enforcing a protective order or other appropriate means of safeguarding any Confidential Information so required to be disclosed.
Confidentiality Exclusions. All data, information, documents and other proprietary materials comprising or relating to Data, 5-azacytidine Technology, Product Technology, and all other scientific, technical and clinical data, information reports, financial or business reports and forecasts and information gathered, generated or transferred by a Party to the other Party during the course of the License Agreement and this Agreement shall be deemed confidential (hereinafter, “Confidential Information”) and Pharmacia shall hold in confidence all Confidential Information and shall not disclose any such Confidential Information to any third party; provided, however, that the confidentiality obligations of this Section 5 shall not extend to information which:
