Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company, its business or affairs, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the Company, their respective Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company whether before, on or after the date hereof, including all information relating to financial statements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business development, processes, marketing, pricing and sales information, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that contain, reflect, or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreement, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any of its Representatives in violation of the terms of this Agreement;

Evaluation Material. The term “Evaluation Material” means shall mean any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company, its business or affairs, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the Company, their respective Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is delivered, disclosed or furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company whether or its Representatives to you or to your Representatives before, on or after the date hereof, including in each case, whether or not marked or identified as confidential and regardless of the manner in which it is delivered, disclosed or furnished, and shall include any and all such information relating relating, directly or indirectly, to the Company or the business, products, markets, condition (financial statements and tax filingsor other), projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business development, processes, marketing, pricing and sales information, research and developmentresearch, trade secrets, know-howsoftware, patent applications that have not been publishedtechnology, technology and inventions, processes, books of business, operations, assets, liabilities, results of operations, cash flows, prospects or other confidential business information and intellectual property of the Disclosing Party and Company (whether prepared by the Company Company, its Representatives or otherwise), together with any and all information obtained by Recipient which you or its your Representatives in the course otherwise learn or obtain, through observation or through analysis of any meetingssuch information, management presentationsdata or knowledge, examinations or discussions, in each case, in connection with a Transaction, and shall also be deemed to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, memoranda, analyses, compilations, summaries, studies, interpretationsforecasts, memoranda and interpretations or other documents, material or reports (in any form or medium) documents prepared by you or for the Recipient or any of its your Representatives that contain, reflect, reflect or are based upon, in whole or in part, the Evaluation Material information delivered, disclosed or furnished to Recipient you or your Representatives pursuant hereto, as well as, for the avoidance of doubt, any information delivered via web conferencing (such as Zoom, Teams or WebEx) or at any in-person meetings with the Company or its Representatives as contemplated herebyor Company site visits. Notwithstanding anything to the contrary set forth in this Agreementforegoing, the term “Evaluation Material” shall not include any information that Recipient can reasonably demonstrate: (ai) is or becomes generally available to the public generally, other than as a result of a disclosure by Recipient you or your Representatives in violation of this letter agreement, (ii) was within your or any of your Representative’s possession on a non-confidential basis prior to it being furnished to you by or on behalf of the Company or any of its Representatives, so long as the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information; provided, that upon you or such Representative becoming aware that such source was not entitled to disclose such Evaluation Material as a result of any such obligation to the Company, this letter agreement shall thereafter apply to such Evaluation Material, (iii) becomes available to you or any of your Representatives in violation on a non-confidential basis from a source other than the Company or any of its Representatives, so long as such source is not known by you or your applicable Representative to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the terms Company or any other party with respect to such information; provided, that upon you or such Representative becoming aware that such source was not entitled to disclose such Evaluation Material as a result of any such obligation to the Company, this Agreement;letter agreement shall thereafter apply to such Evaluation Material, or (iv) can be reasonably demonstrated by you or your Representatives to have been independently developed by you or any of your Representatives without use of, reliance on or reference to the Evaluation Material.

Evaluation Material. The term “Evaluation Material” means any and all informationinformation of a confidential or proprietary nature, in any form or medium, whether in written or oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company, its business or affairs, the Disclosing Party or their respective affiliates Company (whether prepared by the Disclosing Party, the Company, their respective its Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), ) that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or Company following the Company whether before, on or after the date hereofexecution and delivery of this Agreement in connection with Recipient’s consideration of a possible Transaction, including all such oral and written information of a confidential or proprietary nature relating to the Company’s financial statements and tax filingsstatements, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business developmentproducts, processes, manufacturing, marketing, pricing and sales informationmarket data, research and development, preclinical and clinical programs, data and results, pharmaceutical or biologic candidates and products, trade secrets, conceptions, know-how, patent applications that have not been published, technology technology, scientific and technical strategies, programs and results, including costs and prices and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent providedCompany. In addition, “Evaluation Material” shall be deemed to include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that to the extent they contain, reflect, reflect or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreementforegoing, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstratethat: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any one of its Representatives in violation breach of the terms of this Agreement;; (b) was in the possession of Recipient or any of its Representatives prior to the time it was first made available to Recipient or any of its Representatives by or on behalf of the Company or any of the Company’s Representatives, provided that Recipient did not know that the source of such information was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time Recipient or any of Recipient’s Representatives first obtained possession of such information; (c) becomes available to Recipient or any of Recipient’s Representatives from a source other than the Company or one of the Company’s Representatives, provided that Recipient does not know that such source is bound by a confidentiality agreement with or has a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time such information first becomes available to Recipient or any of Recipient’s Representatives; or (d) has been independently acquired or developed by Recipient or any of its Representatives without using any Evaluation Material or violating any of Recipient’s obligations under this Agreement; provided, however, that in the event, with respect to clauses (b) and (c) above, (x) Recipient did not know that the source of any information was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time such information first became available to Recipient, but (y) subsequently, the Company notifies Recipient in writing or Recipient otherwise obtains knowledge (the earlier of the date of such notice or the date on which Recipient obtains such knowledge, the “Knowledge Date”) that such source of such information in fact was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time such information first became available to Recipient, then Recipient and its Representatives shall, following the Knowledge Date, treat such information as Evaluation Material hereunder.

Evaluation Material. The term “Evaluation Material” means shall mean (a) any and all information, in any form or medium, information (whether in oral, written, photographic verbal, graphic, electronic, or graphic other form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating that is confidential and proprietary to the Company, its including, but not limited to, products, product plans, market studies, reports, documentation, drawings, computer programs, customer and supplier lists, price lists, designs, creations, models, business materials, work-in-progress, methods of manufacture, and trade secrets, and (b) all information relating to the Company or affairsthe business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Disclosing Party or their respective affiliates Company (whether prepared by the Disclosing Party, the Company, their respective Representatives its advisors or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel, in each case disclosed or furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company whether to you or to your Representatives before, on or after the date hereof, including all information relating whether or not marked or designated as confidential or proprietary. Evaluation Material shall also be deemed to financial statements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business development, processes, marketing, pricing and sales information, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, compilations, studies, interpretationsforecasts, memoranda and interpretations or other documents, material or reports (in any form or medium) documents prepared by you or for the Recipient or any of its your Representatives that contain, reflect, reflect or are based upon, in whole or in part, the Evaluation Material information furnished to Recipient you or its your Representatives as contemplated herebypursuant hereto. Notwithstanding anything to the contrary set forth in this Agreementany other provision hereof, the term “Evaluation Material” Material shall not include information that Recipient which you can reasonably demonstrate: conclusively demonstrate through written records (a) is or becomes generally available to the public generally, other than as a result of a disclosure by Recipient you or your Representatives in violation of this letter agreement, (b) was within your possession and developed by you prior to it being furnished to you by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (c) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you to be bound by a confidentiality agreement or other contractual, legal, or fiduciary obligation of confidentiality with respect to such information or (d) has been or is subsequently independently developed by you or your Representatives in violation of the terms of this Agreement;without violating any obligations hereunder.