Release from Restrictions. The obligation not to disclose Information shall not apply to any part of such Information that:
(i) is or becomes part of an issued patent or a patent application published pursuant to patent office rules, otherwise published or otherwise part of the public domain, other than by unauthorized acts of the party obligated not to disclose such Information (for purposes of this Article 11 the “receiving party”) or its Affiliates or sublicensees in contravention of this Agreement; or
(ii) is disclosed to the receiving party or its Affiliates or sublicensees by a third party provided that such Information was not obtained by such third party directly or indirectly from the other party under this Agreement; or
(iii) prior to disclosure under this Agreement, was already in the possession of the receiving party, its Affiliates or sublicensees, without any obligations of confidentiality, provided that such Information was not obtained directly or indirectly from the other party under this Agreement; or
(iv) results from research and development by the receiving party or its Affiliates or sublicensees, independent of disclosures from the other party of this Agreement, provided that the persons developing such information do not use or reference Information received from the disclosing party; or
(v) to the extent that it is required by law, regulation, court order or other legal requirement to be disclosed by the receiving party, provided that the receiving party promptly notifies the other party upon learning of such requirement in order to give the other party reasonable opportunity to oppose such requirement, and receiving party cooperates with disclosing party (at disclosing party’s request and expense) to obtain a protective order or otherwise limit disclosure; or
(vi) ALIMERA and EMORY agree in writing may be disclosed.
Release from Restrictions. The provisions of Section 8.1 shall not apply to any Confidential Information of the Disclosing Party which:
(a) was known or used by the Receiving Party or any of its Affiliates prior to its date of disclosure to the Receiving Party, as demonstrated by competent evidence of the Receiving Party;
(b) either before or after the date of the disclosure to the Receiving Party is lawfully disclosed to the Receiving Party or any of its Affiliates by a Third Party rightfully in possession of, and with the right to disclose, such Confidential Information;
(c) either before or after the date of the disclosure to the Receiving Party becomes published or generally known to the public through no fault or omission on the part of the Receiving Party or its Affiliates;
(d) is required to be disclosed by the Receiving Party to comply with applicable laws or regulations, to defend or prosecute litigation or arbitration, to file for patent protection as permitted hereunder or to file for Regulatory Approval as permitted hereunder; provided, however, that (i) with respect to a disclosure to comply with laws or regulations or to defend or prosecute litigation or arbitration, then, to the extent permitted by law, the Receiving Party shall provide the Disclosing Party with prompt notice of any such requirement, and (ii) with respect to any disclosure under this clause (d), then, where available, the Receiving Party shall take reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; or
(e) is independently developed by the Receiving Party or any of its Affiliates without reference to the Confidential Information of the Disclosing Party; provided, however, that Calando may not rely on the provisions of Section 8.2(a) or (b) with respect to the Assigned IP.
Release from Restrictions. (a) The foregoing obligations shall not apply to Confidential Information that the receiving Party can establish by competent proof: (i) was in possession of the receiving Party at the time of disclosure, as reasonably demonstrated by written records and without obligation of confidentiality, (ii) later becomes part of the public domain through no fault of the receiving Party, (iii) is received by the receiving Party without obligation of confidentiality from a third party with a right to such information, or (iv) is developed independently by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information by individuals who did not have access to such Confidential Information.
(b) A Party may disclose Confidential Information of the other Party to (i) its Affiliates, and to its and their directors, employees, consultants, and agents in each case who have a specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use, (ii) any bona fide actual or prospective collaborators, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential, to the extent reasonably necessary to enable such actual or prospective collaborators, underwriters, investors, lenders or other financing sources to determine their interest in collaborating with, underwriting or making an investment in, or otherwise providing financing to, the receiving Party, and (iii) the extent such disclosure is required to comply with applicable law or regulation or the order of a court of competent jurisdiction, to defend or prosecute litigation or to comply with the rules of the U.S. Securities and Exchange Commission, any stock exchange or listing entity; provided, however, that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure.
(c) Notwithstanding any other provision of this Agreement, Anterios may disclose and use Confidential Information of Xxxxxxx as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or to submit regulatory filings. Further, notwithstanding the foregoing restrictions, Anterios shall have the right to disclose or publish any Licensed Know-How transferred or licensed to ...
Release from Restrictions. The provisions of Section 7.01 shall not apply to any Confidential Information disclosed hereunder that:
(a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person rightfully in possession of the Confidential Information and under no confidentiality or fiduciary obligation not to make disclosure;
(b) becomes published or generally known to the public through no fault or omission on the part of the Receiving Party;
(c) is developed independently by the Receiving Party without access to the Confidential Information of the Disclosing Party;
(d) is legally required to be disclosed to the CFDA, FDA or other Regulatory Authority; or
(e) a Receiving Party is legally compelled to disclose; provided, however, that the Receiving Party shall provide prompt written notice of such requirement to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy or waive compliance with Section 7.01; and provided further that in the event that such protective order or other remedy is not obtained or the Disclosing Party waives compliance with Section 7.01, the Receiving Party shall be permitted to furnish only that portion of such Confidential Information that is legally required to be provided and the Receiving Party shall exercise its Commercially Reasonable Efforts to obtain assurances that confidential treatment shall be accorded such information.
Release from Restrictions. The obligation not to disclose Proprietary Information shall not apply to any part of such Proprietary Information which:
(i) is or becomes patented, published or otherwise part of the public domain other than by the unauthorized acts of the Receiving Party or its Affiliates or Sublicensees in contravention of this Agreement; or
(ii) is disclosed to the Receiving Party by a Third Party which did not obtain such Proprietary Information directly or indirectly from the Disclosing Party; or
(iii) prior to disclosure under this Agreement, was already in the possession of the Receiving Party as evidenced by its written records, provided such Proprietary Information was not obtained, directly or indirectly, from the Disclosing Party; or
(iv) is developed by the Receiving Party independent of Proprietary Information received from the Disclosing Party as evidenced by its written records.
Release from Restrictions. The foregoing obligations in respect of disclosure and use of Confidential Information shall not apply to any part of such Confidential Information that the receiving Party, or its Affiliates (all collectively referred to as the “Receiving Party”) can demonstrate by competent evidence:
(a) is or becomes publicly available other than by acts of the Receiving Party in breach of this Agreement;
(b) is disclosed to the Receiving Party or its Affiliates or sublicensees by a Third Party who had the right to disclose such Confidential Information to the Receiving Party;
(c) prior to disclosure under this Agreement, was already in the possession of the Receiving Party or its Affiliates or sublicensees, provided such Confidential Information was not obtained, directly or indirectly, from the other Party under this Agreement; or
(d) was independently discovered or developed by the Receiving Party without resort to or use of any Confidential Information of the disclosing Party.
Release from Restrictions. The obligation under Section 11.1 not to use or disclose Information shall not apply to any part of such Information that:
(a) is or becomes patented, published or otherwise part of the public domain, other than by unauthorized acts of the Party obligated not to disclose such Information; (for purposes of this Article 11 the “Receiving Party”), its Affiliates or sublicensees in contravention of this Agreement;
(b) is disclosed to the Receiving Party, its Affiliates or sublicensees by a Third Party provided that such Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement;
(c) prior to disclosure under this Agreement, was already in the possession of the Receiving Party, its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement;
(d) results from the research and development by the Receiving Party, its Affiliates or sublicensees, independent of disclosures from the other Party of this Agreement, provided that the persons developing such information have not had exposure to the Information received from the disclosing Party;
(e) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party uses its best efforts to notify the other Party immediately upon learning of such requirement in order to give the other Party reasonable opportunity to oppose such requirement; or
(f) CBT and EMORY agree in writing may be disclosed.
Release from Restrictions. The provisions of Section 13.1 shall not apply to any Confidential Information disclosed hereunder which:
(a) was known or used by the receiving Party prior to its date of disclosure to the receiving Party, as evidenced by the prior written records of the receiving Party; or
(b) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by sources other than the disclosing Party rightfully in possession of the Confidential Information; or
(c) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public, other than through the sale of Licensed Products in the ordinary course, through no fault or omission on the part of the receiving Party or an Affiliate; or
(d) is independently developed by or for the receiving Party without reference to or reliance upon the Confidential Information; or
(e) is required to be disclosed by the receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that the receiving Party provides prior written notice of such disclosure to the other Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
Release from Restrictions. The provisions of Section 6.1 shall not apply to any Confidential Information disclosed hereunder which:
(a) was known or used by the receiving party prior to its date of disclosure to the receiving party, as evidenced by the prior written records of the receiving party; or
(b) either before or after the date of disclosure to the receiving party is lawfully disclosed to the receiving party by an independent, unaffiliated third party rightfully in possession of the Confidential Information; or
(c) either before or after the date of the disclosure to the receiving party becomes published or generally known to the public through no fault or omission on the part of the receiving party or its Affiliates and under no obligation of confidentiality; or
(d) is required to be disclosed by the receiving party to comply with applicable laws, to defend or prosecute litigation or, as provided herein, to comply with governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the other party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
Release from Restrictions. The foregoing obligations in respect of disclosure and use of Confidential Information shall not apply to any part of such Confidential Information that the non-disclosing party, or its Affiliates (all collectively referred to as the “Receiving Party”) can demonstrate by contemporaneously prepared written evidence:
(a) is or becomes part of the public domain other than by acts of the Receiving Party in contravention of this Agreement;
(b) is disclosed to the Receiving Party or its Affiliates or Sublicensees by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other party under this Agreement;
(c) prior to disclosure under this Agreement, was already in the possession of the Receiving Party or its Affiliates or Sublicensees, provided such Confidential Information was not obtained, directly or indirectly, from the other party under this Agreement; or
(d) results from research and development by persons who have not had access to the disclosures made to Receiving Party under this Agreement, including any information obtained through the testing, manufacturing regulatory approval, or distribution of the Licensed Product, or other activities undertaken in connection with this Agreement by the Receiving Party.
