Common use of Release from Restrictions Clause in Contracts

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 provisions of Section 7.01 6.01 shall not apply to any Confidential Information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third Party 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 CFDAFDA; provided, FDA however, the Receiving Party shall continue to treat such Confidential Information as confidential pursuant to Section 6.01 unless and until such Confidential Information becomes published or other Regulatory Authoritygenerally known to the public through no fault or omission on the part of the Receiving Party; 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 7.016.01; 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 7.016.01, 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

Release from Restrictions. The provisions of Section 7.01 9.01 shall not apply to and terminate with respect to any Confidential Information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third party rightfully in possession of the Confidential Information and under no confidentiality or fiduciary obligation to the Disclosing Party not to make disclosure; (b) is or 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 use of the Confidential Information of the Disclosing Party; (d) is legally required to be disclosed to the CFDA, FDA a Regulatory Authority or other Regulatory Authority; or (e) a Receiving Party is legally otherwise required or compelled to disclosebe disclosed; provided, however, that that: (i) 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 7.01remedy; 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 reasonable efforts to obtain assurances that confidential treatment shall be accorded such information; and (ii) the Receiving Party shall continue to treat such Confidential Information as confidential pursuant to Section 9.01 unless and until such Confidential Information becomes published or generally known to the public through no fault or omission on the part of the Receiving Party.

Release from Restrictions. The provisions of Section 7.01 11.01 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 AuthorityFDA; 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 7.0111.01; and provided further that in the event that such protective order or other remedy is not obtained or the Disclosing Party waives does not waive compliance with Section 7.0111.01, 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

Release from Restrictions. The provisions of Section 7.01 10.01 shall not apply to any Confidential Information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third Party 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 CFDAFDA; provided, FDA however, the Receiving Party shall continue to treat such Confidential Information as confidential pursuant to Section 10.01 unless and until such Confidential Information becomes published or other Regulatory Authority; orgenerally known to the public through no fault or omission on the part of the Receiving Party; (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 7.0110.01; 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 7.0110.01, 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information, including, without limitation, specifically with respect to all information contained in any Disclosure Schedule or Exhibit to this Agreement; or (f) subject to Article VIII (to the extent applicable) is disclosed by a Receiving Party in connection with an Action commenced by or against such Receiving Party in connection with an alleged material breach of any of the Transaction Documents (to the extent such Confidential Information is utilized solely for the purpose of supporting such Receiving Party’s allegations in such Action or disproving allegations made against such Receiving Party).

Release from Restrictions. The provisions of Section 7.01 shall not apply to any Confidential Information information disclosed hereunder that: (ai) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third Party rightfully in possession of the Confidential Information and under no confidentiality or fiduciary obligation not to make disclosure; (bii) becomes published or generally known to the public through no fault or omission on the part of the Receiving Party; (ciii) is developed independently by the Receiving Party without access to the Confidential Information of the Disclosing Party; (div) is legally required to be disclosed disclosed; provided, however, the Receiving Party shall continue to treat such information as confidential pursuant to Section 7.01 unless and until such information becomes published or generally known to the CFDA, FDA public through no fault or other Regulatory Authorityomission on the part of the Receiving Party; or (ev) 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 if 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

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 third Party 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 CFDAFDA; provided, FDA however, the Receiving Party shall continue to treat such Confidential Information as confidential pursuant to Section 7.01 unless and until such Confidential Information becomes published or other Regulatory Authoritygenerally known to the public through no fault or omission on the part of the Receiving Party; 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

Release from Restrictions. The provisions of Section 7.01 10.01 shall not apply to any Confidential Information information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third party 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 CFDAFDA; provided, FDA however, the Receiving Party shall continue to treat such information as confidential pursuant to Section 10.01 unless and until such information becomes published or other Regulatory Authoritygenerally known to the public through no fault or omission on the part of the Receiving Party; 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 7.0110.01; and provided further that in the event that if such protective order or other remedy is not obtained or the Disclosing Party waives compliance with Section 7.0110.01, 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

Release from Restrictions. The provisions of Section 7.01 shall not apply to any Confidential Information information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third party rightfully in possession of the Confidential Information 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 a Regulatory Authority in the CFDAUnited States or in another jurisdiction in which the Parties have agreed to seek Approvals; provided, FDA however, the Receiving Party shall continue to treat such information as confidential pursuant to Section 7.01 unless and until such information becomes published or other Regulatory Authoritygenerally known to the public through no fault or omission on the part of the Receiving Party; 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

Release from Restrictions. The provisions of Section 7.01 10.1 shall not apply to any Confidential Information information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third party 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 CFDAFDA; provided, FDA however, the Receiving Party shall continue to treat such information as confidential pursuant to Section 10.1 unless and until such information becomes published or other Regulatory Authoritygenerally known to the public through no fault or omission on the part of the Receiving Party; 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 7.0110.1; and provided further that in the event that if such protective order or other remedy is not obtained or the Disclosing Party waives compliance with Section 7.0110.1, 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.

Release from Restrictions. The provisions of Section 7.01 6.01 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 AuthorityFDA; 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 7.016.01; 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 7.016.01, 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 provisions of Section 7.01 8.01 shall not apply to any Confidential Information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third Party 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 any other Regulatory Governmental Authority; orprovided, however, the Receiving Party shall continue to treat such Confidential Information as confidential pursuant to Section 8.01 unless and until such Confidential Information becomes published or generally known to the public through no fault or omission on the part of the Receiving Party; (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 7.018.01; 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 7.018.01, 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 reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information, including, without limitation, specifically with respect to all information contained in any Exhibit to this Agreement; or (f) is disclosed by a Receiving Party in connection with an Action commenced by or against such Receiving Party in connection with an alleged material breach of any of the Transaction Documents (to the extent such Confidential Information is utilized solely for the purpose of supporting such Receiving Party’s allegations in such Action or disproving allegations made against such Receiving Party).

Release from Restrictions. The provisions of Section 7.01 6.01 shall not apply to any Confidential Information information disclosed hereunder that: (a) is lawfully disclosed to the Receiving Party by an independent, unaffiliated Person third party rightfully in possession of the Confidential Information 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 a Regulatory Authority in the CFDAUnited States or in another jurisdiction in which the Parties have agreed to seek Approvals; provided, FDA however, the Receiving Party shall continue to treat such information as confidential pursuant to Section 6.01 unless and until such information becomes published or other Regulatory Authoritygenerally known to the public through no fault or omission on the part of the Receiving Party; 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 7.016.01; 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 7.016.01, the Receiving Party shall be permitted to furnish only that portion of such Confidential Information that is legally required to be provided provided, and the Receiving Party shall exercise its Commercially Reasonable Efforts reasonable best efforts to obtain assurances that confidential treatment shall be accorded such information.