Confidential Disclosure Agreement (Page 2 of 5) in pdf

Affiliates (“Representatives”) on a need-to-know basis, provided that the Receiving Party will ensure

that its Representatives are obligated (whether in a written agreement or otherwise) to use and maintain

the Disclosing Party’s Confidential Information in a manner that is sufficient to enable the Receiving

Party to comply with all the provisions of this Agreement with respect to the Disclosing Party’s

Confidential Information. The Receiving Party shall be liable for any damage caused by or resulting from

any unauthorized disclosure of the Disclosing Party’s Confidential Information by the Receiving Party’s

Representatives.

b) The Confidential Information shall not be utilized by the Receiving Party except for the Purpose

permitted herein without first obtaining the Disclosing Party’s prior written consent to such use.

Acknowledgment of Activities. The Disclosing Party understands and acknowledges that prior to the

Effective Date, the Receiving Party and/or its Affiliates may have in the past, currently or in the future,

either internally or with a third party, engaged in research, development and commercialization activities

relating to the subject matter of the Disclosing Party’s Confidential Information. Accordingly, the

Disclosing Party acknowledges and agrees that nothing in this Agreement will be construed by

implication or otherwise as preventing the Receiving Party or its Affiliates, during the term of this

Agreement or thereafter, from (a) either internally or with a third party, engaging in research,

development and commercialization activities relating to the subject matter of the Disclosing Party’s

Confidential Information, and (b) evaluating such programs, compounds and capabilities of third parties

relating to the subject matter of the Disclosing Party’s Confidential Information, provided, that in each

case of (a) and (b), the Receiving Party does not use the Disclosing Party’s Confidential Information in

connection therewith.

Excluded Information. Confidential Information does not include any information which:

a) at the time of disclosure is in the public domain;

b) after disclosure becomes part of the public domain, except through breach of this Agreement by the

Receiving Party;

c) the Receiving Party can demonstrate by reasonable proof was in the Receiving Party’s or any of its

Affiliates’ possession prior to the time of disclosure by the Disclosing Party, and was not acquired

directly or indirectly from the Disclosing Party;

d) the Receiving Party can demonstrate by reasonable proof was developed by or on behalf of the Receiving

Party or its Affiliates independent of and without reference to the Confidential Information; or

e) becomes available to the Receiving Party or its Affiliates from a third party who did not acquire such

information directly or indirectly from the Disclosing Party and who is not otherwise prohibited from

disclosing such information.

Notification of Mandatory Disclosure.

a) The Receiving Party may disclose that portion of the Disclosing Party’s Confidential Information that is

required by law to be disclosed, provided that, to the extent practicable, the Disclosing Party is first given

Confidential Disclosure Agreement Page 2