Common use of Release from Restrictions Clause in Contracts

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part of such Confidential Information that: i. 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 Confidential Information (for purposes of this Article 11 the “receiving party”) or its Affiliates or Sublicensees in contravention of this Agreement; ii. is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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, provided that such Confidential 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 it have not had exposure to the Confidential Information from the disclosing party; or v. 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 vi. COMPANY and LICENSOR agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such law.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. (a) The obligation not to disclose Confidential Information foregoing obligations shall not apply to any part of such Confidential Information that: i. is or 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 patented, published or otherwise part of the public domain, other than by unauthorized acts domain through no fault of the receiving Party, (iii) is received by the receiving Party without obligation of confidentiality from a third party obligated 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, (for purposes 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 this Article 11 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”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) or its Affiliates or Sublicensees in contravention Notwithstanding any other provision of this Agreement; ii. is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such , Anterios may disclose and use Confidential Information was not obtained by such third party directly of ▇▇▇▇▇▇▇ as necessary to file or indirectly from the other party under this Agreement; or iii. prior to disclosure prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, was already 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 it under this Agreement as Anterios reasonably deems necessary or useful for the research, development or commercialization of Licensed Products in accordance with the possession terms of this Agreement. Moreover, Anterios may disclose Confidential Information of ▇▇▇▇▇▇▇ relating to the receiving partyresearch, its Affiliates development or Sublicensees, provided that commercialization of Licensed Products to entities with whom Anterios has (or may have) a marketing and/or development collaboration and who have a specific need to know such Confidential Information was not obtained directly or indirectly from the other party under this Agreement; or iv. results from research and development who are bound by the receiving party or its Affiliates or Sublicensees, independent a like obligation of disclosures from the other party of this Agreement, provided that the persons developing it have not had exposure to the Confidential Information from the disclosing party; or v. 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 vi. COMPANY confidentiality and LICENSOR agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such lawrestrictions on use.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part of such Confidential Information that: i. (i) 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 Confidential Information (for purposes of this Article 11 the “"receiving party”") or its Affiliates or Sublicensees in contravention of this Agreement; (ii. ) is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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, provided that such Confidential 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 it have not had exposure to the Confidential Information from the disclosing party; or v. (v) 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 (vi. ) COMPANY and LICENSOR EMORY agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such law.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part of such Confidential Information that: i. (i) 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 Confidential Information (for purposes of this Article 11 the “"receiving party”") or its Affiliates or Sublicensees in contravention of this Agreement; (ii. ) is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential Information was not obtained by such third party directly or indirectly from the other party under this Agreementin violation of any legal obligation; or (iii. ) prior to disclosure under this Agreement, was already in the possession of the receiving party, its Affiliates or Sublicensees, provided that such Confidential 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 it have not had exposure to the Confidential Information from the disclosing party’s Confidential Information; or v. (v) 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 (vi. ) COMPANY and EMORY on behalf of the LICENSOR agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such law.

Release from Restrictions. Each party or its Affiliates or Sublicensees 8.2.1 A Receiving Party may use or disclose Confidential Information to the government extent that such Confidential Information disclosure is made in response to a valid order or subpoena of a court of competent jurisdiction in the Territory or other regulatory authorities Governmental Authority of competent jurisdiction or otherwise required by law, in the reasonable opinion of counsel to the Receiving Party; provided, however, that, to the extent practicable, the Receiving Party shall first provide written notice to the Disclosing Party reasonably in advance under the circumstances in order to give the Disclosing Party a reasonable opportunity to quash such order or subpoena or to obtain a protective order requiring that the Confidential Information or documents that are the subject of such order or subpoena to be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which such order or subpoena was issued; and provided further that whether a disclosure order or subpoena is quashed or a protective order is obtained, any Confidential Information that may be disclosed in response to such court or Governmental Authority order or subpoena shall be limited to information that, in the reasonable opinion of counsel to the Receiving Party, is legally required to be disclosed in such response to such order or subpoena. 8.2.2 A Receiving Party may also disclose Confidential Information to the extent that such disclosure is reasonably necessary made (i) to a Governmental Authority as required in connection with any filing, application or request for Regulatory Approval with respect to the prosecution and enforcement of patentsProduct, or (ii) to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval comply with the reporting requirements of any Licensed ProductsApplicable Laws or any securities exchange on which the securities of the Receiving Party or its Affiliates are traded or (iii) to a Third Party to which a Receiving Party has a contractual obligation related to the Product, but only to the extent such information is required by such contractual obligation, provided that such party is otherwise entitled in each case (clauses (i), (ii) and (iii)), reasonable measures are taken to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part seek confidential treatment of such Confidential Information that:Information. i. is 8.2.3 A Receiving Party may disclose this Agreement to a Third Party in connection with or becomes patentedin conjunction with (i) a proposed merger, published or otherwise part consolidation, sale of the public domain, other than by unauthorized acts of the party obligated not assets that includes those related to disclose such Confidential Information (for purposes of this Article 11 the “receiving party”) or its Affiliates or Sublicensees in contravention of this Agreement; ii. is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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 (ii) a permitted assignment of this Agreement or (iii) loan financing, raising of capital, or sale of securities; provided, however, that the possession of the receiving party, its Affiliates or Sublicensees, provided that such disclosing Party obtains an agreement for confidential treatment thereof on terms no less protective than those contained herein. 8.2.4 Any Confidential 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 it have not had exposure to the Confidential Information from the disclosing party; or v. 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 vi. COMPANY and LICENSOR agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any this Section 8.2 shall maintain its confidentiality protection and nonuse restrictions for all purposes other than such lawdisclosure.

Release from Restrictions. Each party or its Affiliates or Sublicensees 7.2.1 A Receiving Party may use or disclose Confidential Information to the government extent that such Confidential Information disclosure is made in response to a valid order or subpoena of a court of competent jurisdiction or other regulatory authorities Governmental Authority of a country or any political subdivision thereof of competent jurisdiction or otherwise required by law, in the opinion of counsel to the Receiving Party; provided, however, that, to the extent practicable, the Receiving Party shall first provide written notice to the Disclosing Party reasonably in advance under the circumstances in order to give the Disclosing Party a reasonable opportunity to quash such order or subpoena or to obtain a protective order requiring that the Confidential Information or documents that are the subject of such order be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which the order or subpoena was issued; and provided further that whether a disclosure order or subpoena is quashed or a protective order is obtained, the Confidential Information disclosed in response to such court or Governmental Authority order or subpoena shall be limited to that information that, in the opinion of counsel to the Receiving Party, is legally required to be disclosed in such response to such court or governmental order or subpoena. Par may also disclose Confidential Information to the extent that such disclosure is reasonably necessary made to (i) a Governmental Authority as required in connection with any filing, application or request for Regulatory Approval with respect to the prosecution and enforcement of patents, Product or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval under the reporting requirements of any Licensed Productssecurities exchange on which the securities of Par or its Affiliates are traded or (ii) a Third Party to which Par has a contractual obligation related to the Product, but only to the extent such information is required by such contractual obligation, provided that such party is otherwise entitled in each case (clauses (i) and (ii)) reasonable measures are taken to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part assure confidential treatment of such Confidential Information that:information. i. is 7.2.2 A Receiving Party may disclose this Agreement to a Third Party in connection with or becomes patentedin conjunction with a proposed merger, published or otherwise part consolidation, sale of the public domain, other than by unauthorized acts of the party obligated not assets that includes those related to disclose such Confidential Information (for purposes of this Article 11 the “receiving party”) or its Affiliates or Sublicensees in contravention of this Agreement; ii. is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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, provided that such Confidential 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 a permitted assignment of this AgreementAgreement or loan financing, raising of capital, or sale of securities, provided that the persons developing it have not had exposure to the Confidential Information from the disclosing party; or v. 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 vi. COMPANY and LICENSOR agree in writing may be disclosed; or vii. is subject to Party obtains an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such lawagreement for confidential treatment thereof on terms no less protective than those contained herein.

Release from Restrictions. Each party or its Affiliates or Sublicensees 7.2.1 A Receiving Party may use or disclose Confidential Information to the government extent that such Confidential Information disclosure is made in response to a valid order or subpoena of a court of competent jurisdiction or other regulatory authorities Governmental Authority of a country or any political subdivision thereof of competent jurisdiction or otherwise required by law, in the opinion of counsel to the Receiving Party; provided, however, that, to the extent practicable, the Receiving Party shall first provide written notice to the Disclosing Party reasonably in advance under the circumstances in order to give the Disclosing Party a reasonable opportunity to quash such order or subpoena or to obtain a protective order requiring that the Confidential Information or documents that are the subject of such order be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which the order or subpoena was issued; and provided further that whether a disclosure order or subpoena is quashed or a protective order is obtained, the Confidential Information disclosed in response to such court or Governmental Authority order or subpoena shall be limited to that information that, in the opinion of counsel to the Receiving Party, is legally required to be disclosed in such response to such court or governmental order or subpoena. Par may also disclose Confidential Information to the extent that such disclosure is reasonably necessary made to (i) a Governmental Authority as required in connection with any filing, application or request for Regulatory Approval with respect to a Product or under the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval reporting requirements of any Licensed Productssecurities exchange on which the securities of Par or its Affiliates are traded or (ii) a Third Party to which Par has a contractual obligation related to a Product, but only to the extent such information is required by such contractual obligation, provided that such party is otherwise entitled in each case (clauses (i) and (ii)) reasonable measures are taken to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part assure confidential treatment of such Confidential Information that:information. i. is 7.2.2 A Receiving Party may disclose this Agreement to a Third Party in connection with or becomes patentedin conjunction with a proposed merger, published or otherwise part consolidation, sale of the public domain, other than by unauthorized acts of the party obligated not assets that includes those related to disclose such Confidential Information (for purposes of this Article 11 the “receiving party”) or its Affiliates or Sublicensees in contravention of this Agreement; ii. is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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, provided that such Confidential 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 a permitted assignment of this AgreementAgreement or loan financing, raising of capital, or sale of securities, provided that the persons developing it have not had exposure to the Confidential Information from the disclosing party; or v. 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 vi. COMPANY and LICENSOR agree in writing may be disclosed; or vii. is subject to Party obtains an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such lawagreement for confidential treatment thereof on terms no less protective than those contained herein.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part of such Confidential Information that: i. (i) 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 Confidential Information (for purposes of this Article 11 the “receiving party”) or its Affiliates or Sublicensees in contravention of this Agreement; (ii. ) is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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, provided that such Confidential 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 it have not had exposure to the Confidential Information from the disclosing party; or v. (v) 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 (vi. ) COMPANY and LICENSOR agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such law.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part of such Confidential Information that: i. (a) is or becomes patented, published or otherwise part of the public domain, other than by unauthorized acts of the party Party obligated not to disclose such Confidential Information (for purposes of this Article 11 ARTICLE 10, the “receiving party”"RECEIVING PARTY") or its Affiliates Affiliates, licensees or Sublicensees sublicensees in contravention of this Agreement;; or ii. (b) is disclosed to the receiving party Receiving Party or its Affiliates Affiliates, licensees or Sublicensees sublicensees by a third party provided that such Confidential Information was not obtained by such third party directly or indirectly from the other party under this AgreementThird Party, without breach of any obligations of confidentiality; or iii. (c) prior to disclosure under this Agreement, was already in the possession of the receiving partyReceiving Party, its Affiliates Affiliates, licensees or Sublicensees, provided that such Confidential Information was not obtained directly or indirectly from the other party under this Agreementsublicensees; or iv. (d) results from the independent research and development by of the receiving party Receiving Party or its Affiliates Affiliates, licensees or Sublicenseessublicensees; PROVIDED, independent of disclosures from the other party of this AgreementTHAT, provided that the persons developing it such information have not had exposure to the Confidential Information received from the disclosing partysuch other Party to this Agreement; or v. (e) is required by law law, rule or regulation to be disclosed by the receiving partyReceiving Party, provided that PROVIDED, THAT, except with respect to the receiving party specific terms of this Agreement, the Receiving Party uses its best reasonable efforts to notify the other party immediately disclosing Party (for the purposes of this ARTICLE 10, the "DISCLOSING PARTY") promptly upon learning of such requirement in order to give the other party Disclosing Party reasonable opportunity to oppose such requirement; PROVIDED, FURTHER, THAT the Parties shall cooperate in seeking confidential treatment of any such Information that is required to be disclosed and, in any case where the Receiving Party discloses such Information to a court or administrative agency, such disclosure shall, to the extent the court or administrative agency permits, be disclosed under seal; or vi. COMPANY and LICENSOR (f) the Parties agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such law.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information shall not apply to any part of such Confidential Information that: i. (i) 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 Confidential Information (for purposes of this Article 11 the “receiving party”) , or its Affiliates or Sublicensees in contravention of this Agreement; (ii. ) is disclosed to the receiving party or its Affiliates or Sublicensees by a third party provided that such Confidential 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, provided that such Confidential 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 it have not had exposure to the Confidential Information from the disclosing party; or v. (v) 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 (vi. ) COMPANY and LICENSOR agree in writing may be disclosed; or vii. is subject to an open records request under the laws of the State of Georgia. LICENSOR shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY to minimize disclosures pursuant to any such law.

Release from Restrictions. Each party or its Affiliates or Sublicensees may use or disclose Confidential Information to the government or other regulatory authorities to the extent that such disclosure is reasonably necessary for the prosecution and enforcement The provisions of patents, or to obtain or maintain any regulatory approval, including authorizations to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Products, provided that such party is otherwise entitled to engage in such activities under this Agreement. The obligation not to disclose Confidential Information Section 11.1 shall not apply to any part of such Confidential Information thatwhich the Receiving Party shall demonstrate: i. (a) was known or used by the Receiving Party or its Affiliates prior to its date of disclosure to the Receiving Party or its Affiliates by the Disclosing Party or its Affiliates, as evidenced by the prior written records of the Receiving 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 its Affiliates, without obligation of confidentiality or such obligations have expired, by a Third Party rightfully in possession of the Confidential Information; or (c) either before or after the date of the disclosure to the Receiving Party or its Affiliates, becomes patented, published or otherwise generally known to the public through no fault or omission on the part of the public domainReceiving Party or its Affiliates, other than but such inapplicability commences only after such information is published or becomes generally known; or (d) is independently developed by unauthorized acts of the party obligated not to disclose such Confidential Information (for purposes of this Article 11 the “receiving party”) Receiving Party or its Affiliates without reference to or Sublicensees in contravention reliance upon any Confidential Information of this Agreement; ii. is disclosed to the receiving party Disclosing Party or its Affiliates or Sublicensees by a third party provided that such Confidential Information was not obtained by such third party directly or indirectly from the other party under this AgreementAffiliates; or iii. prior (e) is reasonably determined to disclosure under this Agreement, was already in the possession of the receiving party, its Affiliates or Sublicensees, provided that such Confidential 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 it have not had exposure to the Confidential Information from the disclosing party; or v. is be required by law to be disclosed by the receiving partyReceiving Party or its Affiliates to comply with applicable securities or other laws, provided to defend or prosecute litigation or to comply with court or governmental orders or governmental regulations, PROVIDED, HOWEVER, that the receiving party Receiving Party or its Affiliates uses its best all reasonable efforts to notify the other party immediately upon learning provide prior written notice of such requirement in order disclosure to give the other party Disclosing Party or its Affiliates and cooperates with the Disclosing Party with respect to any and all reasonable opportunity and lawful actions requested by the Disclosing Party to oppose minimize the degree of such requirementdisclosure and/or to obtain confidential treatment or protective order; or vi. COMPANY and LICENSOR agree in writing may be disclosed; or vii. PROVIDED FURTHER, HOWEVER, that if the Confidential Information disclosed under this clause (e) is disclosed subject to an open records request under confidential treatment or other confidentiality protection, the laws obligations of the State of Georgia. LICENSOR Section 11.1 shall reasonably cooperate with COMPANY in any lawful effort requested by COMPANY continue to minimize disclosures pursuant apply to any such lawConfidential Information.