Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company, its business or affairs, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the Company, their respective Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company whether before, on or after the date hereof, including all information relating to financial statements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business development, processes, marketing, pricing and sales information, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that contain, reflect, or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreement, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any of its Representatives in violation of the terms of this Agreement;

Evaluation Material. The term “Evaluation Material” means any and all informationinformation of a confidential or proprietary nature, in any form or medium, whether in written or oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company, its business or affairs, the Disclosing Party or their respective affiliates Company (whether prepared by the Disclosing Party, the Company, their respective its Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), ) that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or Company following the Company whether before, on or after the date hereofexecution and delivery of this Agreement in connection with Recipient’s consideration of a possible Transaction, including all such oral and written information of a confidential or proprietary nature relating to the Company’s financial statements and tax filingsstatements, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business developmentproducts, processes, manufacturing, marketing, pricing and sales informationmarket data, research and development, preclinical and clinical programs, data and results, pharmaceutical or biologic candidates and products, trade secrets, conceptions, know-how, patent applications that have not been published, technology technology, scientific and technical strategies, programs and results, including costs and prices and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent providedCompany. In addition, “Evaluation Material” shall be deemed to include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that to the extent they contain, reflect, reflect or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreementforegoing, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstratethat: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any one of its Representatives in violation breach of the terms of this Agreement;; (b) was in the possession of Recipient or any of its Representatives prior to the time it was first made available to Recipient or any of its Representatives by or on behalf of the Company or any of the Company’s Representatives, provided that Recipient did not know that the source of such information was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time Recipient or any of Recipient’s Representatives first obtained possession of such information; (c) becomes available to Recipient or any of Recipient’s Representatives from a source other than the Company or one of the Company’s Representatives, provided that Recipient does not know that such source is bound by a confidentiality agreement with or has a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time such information first becomes available to Recipient or any of Recipient’s Representatives; or (d) has been independently acquired or developed by Recipient or any of its Representatives without using any Evaluation Material or violating any of Recipient’s obligations under this Agreement; provided, however, that in the event, with respect to clauses (b) and (c) above, (x) Recipient did not know that the source of any information was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time such information first became available to Recipient, but (y) subsequently, the Company notifies Recipient in writing or Recipient otherwise obtains knowledge (the earlier of the date of such notice or the date on which Recipient obtains such knowledge, the “Knowledge Date”) that such source of such information in fact was bound by a confidentiality agreement with or had a contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time such information first became available to Recipient, then Recipient and its Representatives shall, following the Knowledge Date, treat such information as Evaluation Material hereunder.

Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasitedata site) or otherwise, concerning or relating to the CompanyCompanies, its business or affairs, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the CompanyCompanies, their respective Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company Companies whether before, on or after the date hereof, including all information relating to financial statements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other properties, assets, services, development plans, business development, processes, marketing, pricing pricing, sales and sales leasing information, agreements, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company Companies and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that contain, reflect, or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreement, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any of its Representatives in violation of the terms of this Agreement;; (b) is or becomes available to Recipient or any of its Representatives from a source other than the Disclosing Party or any of its Representatives; provided, that such source is not known by Recipient or any of its Representatives to have a contractual, legal, or fiduciary obligation of confidentiality to the Disclosing Party and/or the Companies with respect to such information; or

Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including shall mean all information posted in any electronic datasite) or otherwise, concerning or relating to the CompanyCompany or its business, its business financial condition, operations, strategy, assets or affairsliabilities which is or has previously been shared with, or furnished to, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the Company, their respective Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company whether Recipient’s Representatives, before, on or after the date hereofof this letter agreement by or on behalf of the Company or any of its Representatives, including all information relating to financial statements shared in connection with the Confidential Disclosure Agreement (the “Prior CDA” ) between the Parties, dated as of September 21, 2020, and tax filingsincluding, projectionsfor the avoidance of doubt, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business development, processes, marketing, pricing and sales information, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained ascertained by Recipient or its Representatives in through due diligence investigation or discussions with employees or other Representatives of the course of Company, together with any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, compilations, studies, interpretations, memoranda and other documents, material documents or reports (in any form or medium) records prepared by or for the Recipient or any of its Representatives Representatives, to the extent that containsuch notes, reflectanalyses, compilations, studies, interpretations, documents or records are based upon, in whole upon or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated herebyreflect such information. Notwithstanding anything to the contrary set forth in this Agreementany other provision hereof, the term “Evaluation Material” Material shall not include information that Recipient can reasonably demonstrate: which (ai) is or becomes generally available to the public generally, other than as a result of a disclosure by the Recipient or its Representatives in breach of this letter agreement, (ii) was within the Recipient’s possession on a non-confidential basis prior to it being furnished to the Recipient or its Representatives, as applicable, by or on behalf of the Company or any of its Representatives, provided that the source of such information was not known by the Recipient or its Representatives in violation (after due inquiry) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the terms Company with respect to such information, (iii) becomes available to the Recipient on a non-confidential basis from a source other than the Company or any of this Agreement;its Representatives, provided that such source is not known by the Recipient or its Representatives (after due inquiry) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information or (iv) is or was independently developed by the Recipient without the use of or reliance upon any Evaluation Material, as demonstrated by contemporaneous written records.

Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasitedata site) or otherwise, concerning or relating to the CompanyDisclosing Party or any Company or Companies, its business or affairs, the Disclosing Party or and/or their respective affiliates (whether prepared by Disclosing Party or the Disclosing Partyany of the Companies, the Company, their any third party or any respective Representatives of any of the foregoing or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company Companies whether before, on or after the date hereof, including all information relating to financial statements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, litigation, development plans, business development, processes, marketing, pricing and sales information, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company and/or Companies and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that contain, reflect, or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreement, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any of its Representatives in violation of the terms of this Agreement;; (b) is or becomes available to Recipient or any of its Representatives from a source other than the Disclosing Party or any of its Representatives; provided, that such source is not known by Recipient or any of its Representatives to have a contractual, legal, or fiduciary obligation of confidentiality to the Disclosing Party and/or the Companies with respect to such information; or (c) was or is independently developed by the Recipient or any of its Representatives without violating its obligations hereunder and without use of, reliance on, or reference to any Evaluation Material.