Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” means any and all information of a confidential or proprietary nature, in any form or medium, written or oral, concerning or relating to the Company (whether prepared by the Company, 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 Company following the execution 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, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, market 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, scientific and technical strategies, programs and results, including costs and prices and other confidential information and intellectual property of the Company. In addition, “Evaluation Material” shall be deemed to include all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by Recipient or any of its Representatives to the extent they contain, reflect or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding the foregoing, the term “Evaluation Material” shall not include information that: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one of its Representatives in 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 any and all information of a confidential or proprietary natureinformation, in any form or medium, written whether in oral, written, photographic or oralgraphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company Company, its business or affairs, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the Company, its 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 following whether before, on or after the execution and delivery of this Agreement in connection with Recipient’s consideration of a possible Transactiondate hereof, including all such oral and written information of a confidential or proprietary nature relating to the Company’s financial statementsstatements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, productsservices, development plans, business development, processes, manufacturing, marketing, market datapricing and sales information, 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, scientific and technical strategies, programs and results, including costs and prices technology and other confidential information and intellectual property of the CompanyDisclosing 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 be deemed include the information referred to include 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 to the extent they that 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 foregoingcontrary set forth in this Agreement, the term “Evaluation Material” shall not include information thatthat Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one any of its Representatives in breach violation 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 any and shall mean all information of a confidential or proprietary nature, in any form or medium, written or oral, concerning or relating to the Company (whether prepared by or its business, financial condition, operations, strategy, assets or liabilities which is or has previously been shared with, or furnished to, the Company, 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 the Recipient’s Representatives, before, on or on behalf of after the Company following the execution and delivery date 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, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, market 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, scientific and technical strategies, programs and results, including costs and prices and other confidential information and intellectual property of the Company. In addition, “Evaluation Material” shall be deemed to include all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by Recipient or any of its Representatives to the extent they contain, reflect or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding the foregoing, the term “Evaluation Material” shall not include information that: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one of its Representatives in 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 letter agreement by or on behalf of the Company or any of its Representatives, including all information shared in connection with the Confidential Disclosure Agreement (the “Prior CDA” ) between the Parties, dated as of September 21, 2020, and including, for the avoidance of doubt, information ascertained by Recipient or its Representatives through due diligence investigation or discussions with employees or other Representatives of the Company, together with any notes, analyses, compilations, studies, interpretations, documents or records prepared by the Recipient or any of its Representatives, to the extent that such notes, analyses, compilations, studies, interpretations, documents or records are based upon or reflect such information. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this letter agreement, (ii) was within the Recipient’s possession on a non-confidential basis prior to it being furnished to the Recipient or its Representatives, as applicable, by or on behalf of the Company or any of its Representatives, provided that Recipient did not know that the source of such information was not known by the Recipient or its Representatives (after due inquiry) to be bound by a confidentiality agreement with with, or had a other contractual, legal or fiduciary obligation of confidentiality to to, the Company with respect to such information at the time Recipient or any of Recipient’s Representatives first obtained possession of such information; , (ciii) becomes available to the Recipient or any of Recipient’s Representatives on a non-confidential basis from a source other than the Company or one any of the Company’s its Representatives, provided that Recipient does not know that such source is not known by the Recipient or its Representatives (after due inquiry) to be bound by a confidentiality agreement with with, or has a other contractual, legal or fiduciary obligation of confidentiality to 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 (div) has been is or was independently acquired or developed by the Recipient without the use of or any of its Representatives without using reliance upon any Evaluation Material or violating any of Recipient’s obligations under this Agreement; providedMaterial, 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 as demonstrated 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 hereundercontemporaneous written records.

Evaluation Material. The term “Evaluation Material” means any and all information of a confidential or proprietary natureinformation, in any form or medium, written whether in oral, written, photographic or oralgraphic form, electronically stored (including all information posted in any electronic data site) or otherwise, concerning or relating to the Disclosing Party or any Company or Companies, its business or affairs, and/or their respective affiliates (whether prepared by Disclosing Party or the Companyany of the Companies, its any third party or any respective Representatives of any of the foregoing 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 Company following Disclosing Party and/or the execution and delivery of this Agreement in connection with Recipient’s consideration of a possible TransactionCompanies whether before, on or after the date hereof, including all such oral and written information of a confidential or proprietary nature relating to the Company’s financial statementsstatements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, productsservices, litigation, development plans, business development, processes, manufacturing, marketing, market datapricing and sales information, 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, scientific and technical strategies, programs and results, including costs and prices technology and other confidential information and intellectual property of the CompanyDisclosing Party and/or Companies 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. In addition, “Evaluation Material” shall be deemed to include 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 to the extent they that 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 foregoingcontrary set forth in this Agreement, the term “Evaluation Material” shall not include information thatthat Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one any of its Representatives in breach violation of the terms of this Agreement; (b) was in the possession of Recipient is or any of its Representatives prior to the time it was first made becomes available to Recipient or any of its Representatives by or on behalf of from a source other than the Company Disclosing Party or any of the Company’s its Representatives; provided, provided that such source is not known by Recipient did not know that the source or any of such information was bound by a confidentiality agreement with or had its Representatives to have a contractual, legal legal, or fiduciary obligation of confidentiality to the Company Disclosing Party and/or the Companies with respect to such information at the time Recipient or any of Recipient’s Representatives first obtained possession of such information; or (c) becomes available to Recipient was 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 the Recipient or any of its Representatives without using violating its obligations hereunder and without use of, reliance on, or reference to 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 hereunderMaterial.