Exclusions to Confidentiality. The restrictions contained in Section 8.1 shall not apply to any Confidential Information & Materials in the hands of a receiving Party that (i) is submitted by the receiving Party to governmental authorities to facilitate the issuance of Marketing Authorization for Licensed Products in the Territory, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable, or (ii) is otherwise required to be disclosed in compliance with Applicable Laws (including, without limitation, to comply with any governmental or stock exchange disclosure requirements) or an order by a court or other regulatory body having competent jurisdiction; provided, however, that if a receiving Party is required to make any such disclosure of the disclosing Party’s Confidential Information & Materials such receiving Party shall, except where impracticable for necessary disclosures (for example to physicians conducting studies or to health authorities), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its best efforts to secure confidential treatment of such Confidential Information & Materials required to be disclosed. In addition, any press release or other public announcement permitted by the terms of Section 8.4 hereof shall be excluded from the provisions of Section 8.1.
Exclusions to Confidentiality. Notwithstanding the foregoing, Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been lawfully known to the Receiving Party when provided by Disclosing Party; (iii) is lawfully received from a third party; or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to the Confidential Information. Confidential Information excludes PI, which requires unique protection and is more specifically addressed in Section 4 below.
Exclusions to Confidentiality. Recipient shall not be bound by the confidentiality obligations of the above if:
(a) in the case of information first exchanged after the Effective Date, the information was not Technical Information and was not specifically designated in writing as confidential or proprietary at the time of the disclosure or, if the disclosure was orally made, it had not been initially identified as being confidential at such time;
(b) the information was in the public domain at the time of the disclosure;
(c) the information becomes publicly available through no fault of Recipient;
(d) the information was in Recipient’s possession, free of any obligation of confidence, at the time of receipt of the information;
(e) the information becomes available on an unrestricted basis to a third party from Discloser;
(f) the information was developed by employees or agents of Recipient (not while serving as employees, or contractors or consultants to Discloser) independently of and without reference to the information disclosed in confidence, as documented by Recipient’s contemporaneous written records; and
(g) to the extent (i) Recipient is obligated to produce the information under court or government action, after affording Discloser prompt notice, to the extent feasible, to enable it to contest such disclosure or (ii) with respect solely to non-Technical Information, that the Recipient is obligated to disclose such information to any parent entity under applicable corporate governance laws and regulations.
Exclusions to Confidentiality. The restrictions contained in Section 12.2 shall not apply to Confidential Information that (i) is submitted by the recipient to governmental authorities to facilitate the issuance of marketing approvals for a Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (ii) is provided by the recipient to Third Parties under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing; (iii) is contained in any report submitted to any licensor(s) of technology or compositions of matter that are employed in the Research Program, provided that the licensor is subject to a customary confidentiality obligation as to proprietary information and trade secrets; or (iv) is otherwise required to be disclosed in compliance with applicable laws or regulations (including, without limitation, to comply with SEC, Nasdaq or stock exchange disclosure requirements) or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example to physicians conducting studies or to health authorities, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications or otherwise, will use its reasonable best efforts to secure confidential treatment of such Confidential Information required to be disclosed.
Exclusions to Confidentiality. The non-disclosure restrictions contained in Section 9.1 shall not apply to Confidential Information that (a) is submitted by the Receiving Party to governmental authorities to facilitate the issuance of marketing approvals for a Collaboration Product, provided that reasonable measures shall be taken to assure confidential treatment of such information, if practicable; (b) is provided by the Receiving Party to Third Parties and/or an Affiliate under appropriate terms and conditions, including confidentiality provisions at least as protective of the Disclosing Party as those in this Agreement, for consulting, manufacturing, development, manufacturing, external testing, marketing trials and sublicensing * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. or potential sublicensing of Collaboration Product or DRG in accordance with this Agreement; or (c) is otherwise required to be disclosed in compliance with applicable laws or regulations (including, without limitation, to comply with SEC, NASDAQ or stock exchange disclosure requirements) or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it will, except under extraordinary circumstances, give reasonable advance notice to the other Party of such disclosure requirement, sufficient to allow said other Party the right to object to and defend against said disclosure and will use its reasonable best efforts to secure confidential treatment of such Confidential (information required to be disclosed. Furthermore, each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation, the provisions of this Agreement for which confidential treatment should be sought.
Exclusions to Confidentiality. The restrictions on use and disclosure of the Confiden- tial Information shall not apply to the extent that the Confidential Information (i) is or becomes generally available to the public through no fault of the receiving Party (or anyone acting on its behalf); (ii) is subsequently disclosed to the receiving Party by a third party who may right- fully transfer and disclose the Confidential Information without restriction and free of any ob- ligation to keep it confidential; or (iii) is independently developed by the receiving Party or a third-party without reference or access to the disclosing Party’s Confidential Information.
Exclusions to Confidentiality. Information will not fall within the definition of Confidential Information and will not be confidential, and neither Party shall have any obligation hereunder with respect to any such information that (a) is, at the time of disclosure or becomes after disclosure, general or public knowledge through no breach of this Agreement by the receiving Party; (b) was, at the time of disclosure by the disclosing Party, already known by the receiving Party, as established by written record; (c) is received by the receiving Party from a Third Party having the right to disclose same and who is not bound by a confidentiality agreement in favor of the disclosing Party; or (d) was developed by or on behalf of the receiving Party independent of and without reference to the disclosing Party’s Confidential Information, as established by written record.
Exclusions to Confidentiality. The restrictions contained in Section 16.1 shall not apply to Confidential Information that (i) is submitted by the Receiving Party to Regulatory Authorities to facilitate the issuance of Regulatory Approvals, provided that reasonable measures shall be taken to assure confidential treatment of such information; or (ii) is otherwise required to be disclosed in compliance with Applicable Law or applicable regulations (including, without limitation, to comply with SEC, NASDAQ or stock exchange disclosure requirements) or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party’s Confidential Information it will give reasonable advance notice to the other Party of such disclosure requirement and will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed.
Exclusions to Confidentiality. This Section shall impose no obligation upon the receiving party with respect to any proprietary information which (i) is now or which *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. subsequently becomes generally known or available by publication, general use, or otherwise; (ii) was known by the receiving party prior to the time of disclosure as showed by the receiving party's files and records immediately prior to the time of disclosure; (iii) is furnished by the disclosing party to third parties without restriction on disclosure; (iv) is subsequently rightfully furnished to the receiving party by a third party without restriction on disclosure; or (v) is independently developed by the receiving party as demonstrated by such party's files and records created contemporaneously with such developments, provided that the person or persons developing same have not had access to the proprietary information.
Exclusions to Confidentiality. The restrictions on use and disclosure of Confidential Information set forth in Section 6.2 shall not apply to the extent the Confidential Information: (i) is or becomes generally available to the public through no fault of the receiving Party (or anyone acting on its behalf); (ii) was previously rightfully known to the receiving Party free of any obligation to keep it confidential; (iii) is subsequently disclosed to the receiving Party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep it confidential; (iv) is independently developed by the receiving Party or a third party without reference or access to the disclosing Party’s Confidential Information; or (v) is otherwise agreed upon by the Parties not to be subject to the restrictions set forth in Section 6.2. Notwithstanding that portions of the Services may be derived in whole or in part from publicly available sources, the Services and any of CoreLogic’s databases used in deriving the Services are proprietary, copyrighted and trade secrets of CoreLogic and, for the avoidance of doubt, are not excluded under this Section 6.3 from the restrictions on use and disclosure set forth in Section 6.2.
