Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How and other information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How and other confidential or proprietary information and or materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions in anticipation of this Agreement that are Agreement, whether before or after the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended date hereof (collectively, "“Confidential Information"”). Notwithstanding the foregoing, except Confidential Information shall not include information or materials to the extent that it can be established by the receiving Party written documentation that such information or material: ***Confidential Information:treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the other Partydisclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (ivd) was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or (e) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How Information developed during the course of the collaboration hereunder, or any provisions term of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information:: * 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. (i) was already known in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for seven (7) years thereafter, the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information and other information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "“Confidential Information"”), except to the extent that it can be established by the receiving Party that such Confidential Information: (ia) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or. (e) was subsequently developed by the receiving Party without use of the Confidential Information as demonstrated by competent written records. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the parties, the Parties agree that receiving party will keep confidential, and will take such reasonable measures to maintain such Confidential Information of the receiving Party disclosing party as confidential as it takes to protect its own proprietary Confidential Information, and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall will not publish or otherwise disclose or and will not use for any purpose other than as provided for in this Agreement any Know-How and other information and materials AlgoRx Pharmaceuticals, Inc. - Capsaicin License -- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Confidential Information furnished to it by the other Party party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information")Agreement, except to the extent that it can be established by the receiving Party party by competent proof that such Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the other Partyparty; (iib) was generally available to the public or otherwise part of the public domain domain, other than through any act or omission of the receiving party in breach of this Agreement, at the time of its disclosure to the receiving Partyparty; (iiic) after its disclosure to the receiving party became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party by a third party who had no obligation to the disclosing party not to disclose such Confidential Information to others; or (e) was independently developed by the receiving party by persons who did not have access to the Confidential Information, and other than through any act or omission of the receiving Party party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly -------------------------- authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for [*] thereafter, the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information and other information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How Information developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be --------------------------- established by the receiving Party that such Confidential Information: (ia) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; and (e) was independently developed by the receiving Party without reliance on Confidential Information of the other Party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose purpose, other than as provided for in this Agreement or in connection with the exercise of rights or licenses granted in the Development and License Agreement, any Know-How and other information and materials furnished to it by the other Party or any Know-how developed pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunderAgreement, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, 1934 as amended (collectively, "collectively “Confidential Information"”), except to the extent that it can be established by the receiving Party that such Confidential Information: (ia) was already known to the receiving PartyParty or any of its Affiliates, other than under an obligation of confidentiality, at the time of disclosure by the other Party;; or (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;; or (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;. (ivd) was disclosed to the receiving PartyParty or any of its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered or developed by the receiving Party or any of its Affiliates as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the The receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information and other information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunderAgreement, or any provisions provision of this Agreement that are is the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information:: [*****] - A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (i) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure by the disclosing Party and other than through any act or omission of the receiving Party in breach of this Agreement;; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others. (v) was developed by the receiving Party's employees without the use of or access to confidential information of the disclosing Party, as demonstrated by contemporaneous written records of the receiving Party.

Confidentiality; Exceptions. Except to the extent --------------------------- expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Agreement: (i) any Know-How and Information or other information and materials furnished to it by the other Party pursuant to this Agreement or Agreement, (ii) any information or Know-How Information developed during the course of the collaboration hereunder, or (iii) any provisions of this Agreement that are may become the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential ------------ Information"), except to the extent that it can be established by the receiving ----------- Party that such Confidential Information: (ia) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered and/or developed by the receiving Party as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the parties, the Parties agree that receiving party will keep confidential, and will take such reasonable measures to maintain such Confidential Information of the receiving Party disclosing party as confidential as it takes to protect its own proprietary Confidential Information, and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall will not publish or otherwise disclose or and will not use for any purpose other than as provided for in this Agreement any Know-How and other information and materials Confidential Information furnished to it by the other Party party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information")Agreement, except to the extent that it can be established by the receiving Party party by competent proof that such Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the other Partyparty; (iib) was generally available to the public or otherwise part of the public domain domain, other than through any act or omission of the receiving party in breach of this Agreement, at the time of its disclosure to the receiving Partyparty; (iiic) after its disclosure to the receiving party became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party by a third party who had no obligation to the disclosing party not to disclose such Confidential Information to others; or ▇▇▇▇▇▇ Pharmaceuticals, Inc. - Capsaicin License - ▇▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇ (e) was independently developed by the receiving party by persons who did not have access to the Confidential Information, and other than through any act or omission of the receiving Party party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the The receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information and other information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunderAgreement, or any provisions provision of this Agreement that are is the subject of an effective [***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission. order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "“Confidential Information"”), except to the extent that it can be established by the receiving Party that such Confidential Information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure by the disclosing Party and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was developed by the receiving Party’s employees without the use of or access to confidential information of the disclosing Party, as demonstrated by contemporaneous written records of the receiving Party.

Confidentiality; Exceptions. Except During and after the term of this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed by the parties in writing, the Parties parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How and other confidential or proprietary information and or materials furnished to it by the other Party party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder(collectively, or any provisions “Confidential Information”). The terms and conditions of this Agreement that are shall be the subject Confidential Information of an effective order of the U.S Securities and Exchange Commission granting confidential treatment both parties and, for clarity, any data, information, or know-how provided by a party pursuant to Sections 3.5 and 3.6 shall be the Securities Act Confidential Information of 1934such party. Notwithstanding the foregoing, as amended (collectively, "Confidential Information"), except Information shall not be deemed to include information or materials to the extent that it can be established by written documentation by the receiving Party party that such Confidential Information: information or material (ia) was already known to or possessed by the receiving Party, other than under an party without any obligation of confidentiality, at the time of its disclosure by to the other Party; receiving party hereunder; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party hereunder; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and to the receiving party hereunder other than through any act or omission of the receiving Party party in breach of this Agreement; ; (ivd) was independently developed by the receiving party without use of or reference to the other party’s Confidential Information as demonstrated by documented evidence prepared by the receiving party contemporaneously with such independent development; or (e) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party third party who had no obligation to the disclosing Party party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the parties, the Parties agree that receiving party will keep confidential, and will take such reasonable measures to maintain such Confidential Information of the receiving Party disclosing party as confidential as it takes to protect its own proprietary Confidential Information, and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall will not publish or otherwise disclose or and will not use for any purpose other than as provided for in this Agreement any Know-How and other information and materials Confidential Information furnished to it by the other Party party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information")Agreement, except to the extent that it can be established by the receiving Party party by competent proof that such Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the other Partyparty; (iib) was generally available to the public or otherwise part of the public domain domain, other than through any act or omission of the receiving party in breach of this Agreement, at the time of its disclosure to the receiving Partyparty; (iiic) after its disclosure to the receiving party became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party by a third party who had no obligation to the disclosing party not to disclose such Confidential Information to others; or (e) was independently developed by the receiving party by persons who did not have access to the Confidential Information, and other than through any act or omission of the receiving Party party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party and its employees (who shall be bound in writing to observe the confidentiality provisions of this Agreement) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How information and other information and materials furnished to it by the other Party pursuant to this Agreement or any information or Know-How developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the U.S Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party that such Confidential Information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of after its disclosure to and other than through any act or omission of the receiving PartyParty in breach of this Agreement; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was independently discovered and / or developed by the receiving Party as documented in its corporate records.