Common use of Release from Restrictions Clause in Contracts

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.

Appears in 6 contracts

Samples: Platform Agreement, It 101 Agreement, It 101 Agreement (Cerulean Pharma Inc.)

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Release from Restrictions. The provisions of Section 8.1 9.1 shall not apply to any Confidential Information of the Disclosing Party whichdisclosed under this Agreement that: (a) was known or used by the Receiving receiving Party or any of its Affiliates prior to its date of disclosure to the Receiving receiving Party, as demonstrated evidenced by competent evidence the prior written records of the Receiving receiving Party;; or (b) either before or after the date of the disclosure to the Receiving receiving Party is lawfully disclosed to the Receiving receiving Party or any of its Affiliates by a Third sources other than the disclosing Party rightfully in possession ofof such information, and such source was not under a duty of confidentiality with the right respect to disclose, such Confidential Information;information; or (c) either before or after the date of the disclosure to the Receiving receiving Party becomes published or generally known to the public public, through no fault or omission on the part of the Receiving receiving Party or its Affiliates;an affiliated party; 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 receiving Party to comply with applicable laws laws, court order, or governmental 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, provided that the receiving Party (i) with respect to a provides (A) prior written notice of such disclosure to comply with laws or regulations or to defend or prosecute litigation or arbitration, then, requirement to the extent permitted by law, other Party and (B) an adequate opportunity to seek appropriate legal relief to prevent such disclosure or limit use and further disclosure of the Receiving Party shall provide the Disclosing Party with prompt notice of any such requirement, Confidential Information and (ii) with respect to any disclosure under this clause (d), then, where available, the Receiving Party shall take takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; or (e) is independently developed by , and provided, further, that the Receiving receiving Party or any shall furnish only such portion of its Affiliates without reference to the Confidential Information that is legally required to be disclosed and shall promptly inform the disclosing Party in writing of which portion of the Disclosing Party; providedConfidential Information was so disclosed. Notwithstanding the foregoing or anything set forth herein or otherwise, howeverand for the avoidance of doubt, that Calando may not rely on the provisions of Section 8.2(a) or (b) with respect [*] shall be considered to the Assigned IPbe Confidential Information.

Appears in 3 contracts

Samples: Exclusive License Agreement (Dermira, Inc.), Exclusive License Agreement (Dermira, Inc.), Exclusive License Agreement (Dermira, Inc.)

Release from Restrictions. The provisions of Section 8.1 9.1 shall not apply to any Confidential Information of the Disclosing Party disclosed hereunder which: (a) was known or used by the Receiving receiving Party or any of its Affiliates prior to its date of disclosure to the Receiving receiving Party, as demonstrated evidenced by competent evidence the prior written records of the Receiving receiving Party;; or (b) either before or after the date of the disclosure to the Receiving receiving Party is lawfully disclosed to the Receiving receiving Party or any of its Affiliates by a Third sources other than the disclosing Party rightfully in possession ofof such information, and such source was not under a duty of confidentiality with the right respect to disclose, such Confidential Information;information; or (c) either before or after the date of the disclosure to the Receiving receiving Party becomes published or generally known to the public public, through no fault or omission on the part of the Receiving receiving Party or its Affiliates;an affiliated party; 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 receiving Party to comply with applicable laws laws, court order, or governmental 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, provided that the receiving Party (i) with respect to a provides (A) prior written notice of such disclosure to comply with laws or regulations or to defend or prosecute litigation or arbitration, then, requirement to the extent permitted by law, other Party and (B) an adequate opportunity to seek appropriate legal relief to prevent such disclosure or limit use and further disclosure of the Receiving Party shall provide the Disclosing Party with prompt notice of any such requirement, Confidential Information and (ii) with respect to any disclosure under this clause (d), then, where available, the Receiving Party shall take takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; or (e) is independently developed by , and provided, further, that the Receiving receiving Party or any shall furnish only such portion of its Affiliates without reference to the Confidential Information that is legally required to be disclosed and shall promptly inform the disclosing Party in writing of which portion of the Disclosing Party; providedConfidential Information was so disclosed. Notwithstanding the foregoing or anything set forth herein or otherwise, howeverand for the avoidance of doubt, that Calando may not rely on the provisions of Section 8.2(a) or (b) with respect [*] shall be considered to the Assigned IPbe Confidential Information.

Appears in 3 contracts

Samples: Exclusive License Agreement (Dermira, Inc.), Exclusive License Agreement (Dermira, Inc.), Exclusive License Agreement (Dermira, Inc.)

Release from Restrictions. The provisions of Section 8.1 15.1 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 PartyParty or its Affiliates by the Disclosing Party or its Affiliates, as demonstrated evidenced by competent evidence the prior written records of the Receiving Party;Party or its Affiliates; or (b) either before or after the date of the disclosure to the Receiving Party or its Affiliates, is lawfully disclosed to the Receiving Party or any of its Affiliates by a Third Party rightfully in possession of, and with of the right to disclose, such Confidential Information;; or (c) either before or after the date of the disclosure to the Receiving Party or its Affiliates, becomes published or generally known to the public through no fault or omission on the [*] CONFIDENTIAL TREATMENT IS REQUESTED part of the Receiving Party or its Affiliates; (d) , but such inapplicability applies only after such information is required to be disclosed by the Receiving Party to comply with applicable laws published 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 disclosurebecomes generally known; or (ed) is independently developed by the Receiving Party or any of its Affiliates without reference to the or reliance upon any Confidential Information of the Disclosing Party or its Affiliates; or (e) is reasonably determined to be required to be disclosed by the Receiving Party or its Affiliates to comply with applicable securities or other laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, the Receiving Party or its Affiliates uses all reasonable efforts to provide prior written notice of such disclosure to the Disclosing Party or its Affiliates and to take reasonable and lawful actions to avoid or limit such disclosure; or (f) is disclosed to a Party; provided's financial sources or potential acquirors of its stock or assets (directly or indirectly) so long as, however, that Calando may not rely on with respect to a potential purchase the potential acquirer or financial source executes a confidentiality agreement which is at least as restrictive as the provisions of Section 8.2(a) or (b) with respect to the Assigned IPthis Article 15.

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Memory Pharmaceuticals Corp), Strategic Alliance Agreement (Memory Pharmaceuticals Corp)

Release from Restrictions. The provisions of Section 8.1 15.1 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 PartyParty or its Affiliates by the Disclosing Party or its Affiliates, as demonstrated evidenced by competent evidence the prior written records of the Receiving Party;Party or its Affiliates; or (b) either before or after the date of the disclosure to the Receiving Party or its Affiliates, is lawfully disclosed to the Receiving Party or any of its Affiliates by a Third Party rightfully in possession of, and with of the right to disclose, such Confidential Information;; or (c) either before or after the date of the disclosure to the Receiving Party or its Affiliates, becomes published or generally known to the public through no fault or omission on the part of the Receiving Party or its Affiliates; (d) , but such inapplicability applies only after such information is required to be disclosed by the Receiving Party to comply with applicable laws published 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 disclosurebecomes generally known; or (ed) is independently developed by the Receiving Party or any of its Affiliates without reference to the or reliance upon any Confidential Information of the Disclosing Party or its Affiliates; or (e) is reasonably determined to be required to be disclosed by the Receiving Party or its Affiliates to comply with applicable securities or other laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, the Receiving Party or its Affiliates uses all reasonable efforts to provide prior written notice of such disclosure to the Disclosing Party or its Affiliates and to take reasonable and lawful actions to avoid or limit such disclosure; or (f) is disclosed to a Party; provided’s financial sources or potential acquirors of its stock or assets (directly or indirectly) so long as, however, that Calando may not rely on with respect to a potential purchase the potential acquirer or financial source executes a confidentiality agreement which is at least as restrictive as the provisions of Section 8.2(a) or (b) with respect to the Assigned IPthis Article 15.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Memory Pharmaceuticals Corp)

Release from Restrictions. The provisions of Section 8.1 shall ------------------------- not apply to any Confidential Information of the Disclosing Party disclosed hereunder which: (a) was known or used by the Receiving receiving Party or any of its Affiliates prior to its date of disclosure to the Receiving receiving Party, as demonstrated evidenced by competent evidence the prior written records of the Receiving Party;receiving Party or its Affiliates; or (b) either before or after the date of the disclosure to the Receiving receiving Party is lawfully disclosed to the Receiving receiving Party or any of its Affiliates by a Third Party an independent, unaffiliated third party rightfully in possession of, and with of the right to disclose, such Confidential Information;; or (c) either before or after the date of the disclosure to the Receiving receiving Party becomes published or generally known to the public through no fault or omission on the part of the Receiving receiving Party or its Affiliates;; or (d) the Party can verify by written documentation results from research and development by the receiving Party or any of its Affiliates independent and in advance of disclosure by the other Party thereof, or (e) is disclosed by the receiving party to its attorneys, accountants or other advisors, actual or potential lenders, investors or purchasers, each of whom shall be subject to a confidentiality restriction; or (f) is required to be disclosed by the Receiving receiving Party to comply with applicable laws or regulationslaws, 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 arbitrationgovernmental regulations, then, provided that the receiving Party provides prior written notice of such disclosure to the extent permitted by law, the Receiving other 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 takes 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.

Appears in 1 contract

Samples: License Agreement (Esperion Therapeutics Inc/Mi)

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 PartyParty or its Affiliates by the Disclosing Party or its Affiliates, as demonstrated evidenced by competent evidence the prior written records of the Receiving Party;Party or its Affiliates; or (b) either before or after the date of the disclosure to the Receiving Party or its Affiliates, is lawfully disclosed to the Receiving Party or any of its Affiliates by a Third Party rightfully in possession of, and with of the right to disclose, such Confidential Information;; or (c) either before or after the date of the disclosure to the Receiving Party or its Affiliates, becomes published or generally known to the public through no fault or omission on the part of the Receiving Party or its Affiliates; (d) , but such inapplicability applies only after such information is required to be disclosed by the Receiving Party to comply with applicable laws published 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 disclosurebecomes generally known; or (ed) is independently developed by the Receiving Party or any of its Affiliates without reference to the or reliance upon any Confidential Information of the Disclosing Party or its Affiliates; or (e) is reasonably determined to be required to be disclosed by the Receiving Party or its Affiliates to comply with applicable securities of other laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, the Receiving Party or its Affiliates uses all reasonable efforts to provide prior written notice of such disclosure to the Disclosing Party or its Affiliates and to take reasonable and lawful actions to not be required to disclose and/or minimize the degree of such disclosure. (f) is disclosed to a Party; provided’s financial sources or potential acquirors of its stock or assets (directly or indirectly) so long as, however, that Calando may not rely on with respect to a potential purchase the potential acquirer or financial source executes a confidentiality agreement which is at least as restrictive as the provisions of Section 8.2(a) or (b) with respect to the Assigned IPthis Article 8.

Appears in 1 contract

Samples: Collaboration and License Agreement (Memory Pharmaceuticals Corp)

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Release from Restrictions. The provisions of Section 8.1 15.1 shall not apply to any Confidential Information of the Disclosing Party which: (a) was known or used by the party receiving the Confidential Information (“Receiving Party Party”) or any of its Affiliates prior to its date of disclosure to the Receiving Party or its Affiliates by the party disclosing the Confidential Information (“Disclosing Party”) or its Affiliates, as demonstrated evidenced by competent evidence the prior written records of the Receiving Party;Party or its Affiliates, provided such Receiving Party did not know of such Confidential Information through confidential provisions with NPS or Affiliates; or (b) either before or after the date of the disclosure to the Receiving Party or its Affiliates, is lawfully disclosed to the Receiving Party or any of its Affiliates by a Third Party rightfully in possession of, and with of the right to disclose, such Confidential Information;; or (c) either before or after the date of the disclosure to the Receiving Party or its Affiliates, becomes published or generally known to the public through no fault or omission on the part of the Receiving Party or its Affiliates; (d) , but such inapplicability applies only after such information is required to be disclosed by the Receiving Party to comply with applicable laws published 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 disclosurebecomes generally known; or (ed) is independently developed by the Receiving Party or any of its Affiliates without reference to the or reliance upon any Confidential Information of the Disclosing Party or its Affiliates; or (e) is reasonably determined to be required to be disclosed by the Receiving Party or its Affiliates to comply with applicable securities or other laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, the Receiving Party or its Affiliates uses all reasonable efforts to provide prior written notice of such disclosure to the Disclosing Party or its Affiliates and to take reasonable and lawful actions to not be required to disclose and/or minimize the degree of such disclosure. (f) is disclosed to a Party; provided’s financial sources or potential acquirors of its stock or assets (directly or indirectly) so long as, however, that Calando may not rely on with respect to a potential purchase the potential acquirer or financial source executes a confidentiality agreement which is at least as restrictive as the provisions of Section 8.2(a) or this Article 15 (b) with respect to the Assigned IPexception of the term of the obligations set forth in this Article 15, which shall be at least [*] years).

Appears in 1 contract

Samples: License Agreement (Memory Pharmaceuticals Corp)

Release from Restrictions. The provisions of Section Article 8.1 shall will not apply to any Confidential Information of the Disclosing Party disclosed pursuant to this Licensing and Marketing Agreement or otherwise which: (a) was known or used by the Receiving receiving Party or any of its Affiliates (unless known on account of research or development done by or on behalf of the disclosing Party and distributed to the receiving Party or its Affiliates pursuant to confidentiality restrictions) prior to its date of disclosure to the Receiving receiving Party, as demonstrated evidenced by competent evidence the written records of the Receiving Partyreceiving Party or its Affiliates; (b) either before or after the date of the disclosure to the Receiving Party receiving Party, is lawfully disclosed without restriction to the Receiving receiving Party or any of its Affiliates by a Third Party third party (other than an Affiliate) rightfully in possession of, of the Confidential Information (but only to the extent of the rights received from and with the right to disclose, limitations imposed by such Confidential Informationthird party); (c) either before or after the date of the disclosure to the Receiving Party receiving Party, becomes published or generally known available to the public through no fault or omission on the part of the Receiving receiving Party or its Affiliates; (d) is required to be disclosed by the Receiving receiving Party or its Affiliates to comply with applicable laws or regulationslaws, 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 arbitrationgovernmental regulations, thenprovided that the receiving Party provides, if possible, prior written notice of such disclosure to the extent permitted by law, the Receiving other 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 takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; or; (e) is independently developed required to be disclosed by the receiving Party or its Affiliates to comply with applicable laws, or the rules of any regulatory authority or stock exchange relevant to that Party or its Affiliates (but the Receiving Party or any of its Affiliates without reference to will limit 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.disclosure as far as possible);

Appears in 1 contract

Samples: Licensing Agreement (NTN Communications Inc)

Release from Restrictions. The provisions of Section 8.1 shall ------------------------- not apply to any Confidential Information of the Disclosing Party disclosed hereunder which: (a) was known or used by the Receiving receiving Party or any of its Affiliates prior to its date of disclosure to the Receiving receiving Party, as demonstrated evidenced by competent evidence the prior written records of the Receiving Party;receiving Party or its Affiliates; or (b) either before or after the date of the disclosure to the Receiving receiving Party is lawfully disclosed to the Receiving receiving Party or any of its Affiliates by a Third Party an independent, unaffiliated third party rightfully in possession of, and with of the right to disclose, such Confidential Information;; or (c) either before or after the date of the disclosure to the Receiving receiving Party becomes published or generally known to the public through no fault or omission on the part of the Receiving receiving Party or its Affiliates;; or (d) the Party can verify by written documentation results from research and development by the receiving Party or any of its Affiliates independent and in advance of disclosure by the other Party thereof, or (e) is disclosed by the receiving party to its attorneys, accountants or other advisors, actual or potential lenders, investors or purchasers, each of whom shall be subject to a confidentiality restriction; or (f) is required to be disclosed by the Receiving receiving Party to comply with applicable laws or regulationslaws, 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 arbitrationgovernmental regulations, then, provided that the receiving Party provides prior written notice of such **Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. disclosure to the extent permitted by law, the Receiving other 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 takes 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.

Appears in 1 contract

Samples: License Agreement (Esperion Therapeutics Inc/Mi)

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