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 EMORY agree in writing may be disclosed.

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 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) 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.

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 EMORY 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: that the receiving Party can establish by competent proof: (i) is or 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 EMORY agree in writing may be disclosedrestrictions on use.

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 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: each case (clauses (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; and (ii)) is disclosed reasonable measures are taken to the receiving party assure confidential treatment of such information. 7.2.2 A Receiving Party may disclose this Agreement to a Third Party in connection with or its Affiliates or Sublicensees by in conjunction with a third party provided proposed merger, consolidation, sale of assets that such Confidential Information was not obtained by such third party directly or indirectly from the other party under this Agreement; or (iii) prior includes those related 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 EMORY agree in writing may be disclosedParty obtains an agreement 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 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 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: each case (clauses (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; and (ii)) is disclosed reasonable measures are taken to the receiving party assure confidential treatment of such information. 7.2.2 A Receiving Party may disclose this Agreement to a Third Party in connection with or its Affiliates or Sublicensees by in conjunction with a third party provided proposed merger, consolidation, sale of assets that such Confidential Information was not obtained by such third party directly or indirectly from the other party under this Agreement; or (iii) prior includes those related 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 EMORY agree in writing may be disclosedParty obtains an agreement for confidential treatment thereof on terms no less protective than those contained herein.

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. 8.2.3 A Receiving Party may disclose this Agreement to a Third Party in connection with or in conjunction with (i) is or becomes patenteda 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 a permitted assignment of this Agreement 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 Agreementloan financing, was already in 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 disclosed pursuant to this Section 8.2 shall maintain its confidentiality protection and nonuse restrictions for all purposes 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 than such requirement in order to give the other party reasonable opportunity to oppose such requirement; or (vi) COMPANY and EMORY agree in writing may be discloseddisclosure.

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. In the event that the receiving party receives service of legal LIC.18.023 process that purports to compel disclosure of the disclosing party’s Confidential Information or becomes obligated by law, rule, regulation or rules of a security exchange to disclose the Confidential Information of the disclosing party or the existence of or terms of this Agreement to any governmental authority, the receiving party shall promptly notify the disclosing party, so that the disclosing party may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement or waive compliance by the receiving party with the provisions of this Agreement. The receiving party will provide the disclosing party with reasonable assistance in obtaining such protective order or other remedy. If, in the absence of such protective order or other remedy, the receiving party is nonetheless required by law, rule, regulation, or rules of a security exchange to disclose the existence of or terms of this Agreement or other Confidential Information of the disclosing party, then the receiving party may disclose such Confidential Information without liability hereunder; provided that the receiving party shall furnish only such portion of the Confidential Information that is legally required to be disclosed and only to the extent required by law. 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 EMORY agree in writing may be disclosed.. LIC.18.023

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: (ia) is was known or becomes patented, published or otherwise part of used by 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") Receiving Party or its Affiliates or Sublicensees in contravention prior to its date of this Agreement; (ii) is disclosed disclosure to the receiving party Receiving Party or its Affiliates by the Disclosing Party or Sublicensees its Affiliates, as evidenced by a third party provided that such Confidential Information was not obtained by such third party directly the prior written records of the Receiving Party or indirectly from the other party under this Agreementits Affiliates; or (iiib) prior either before or after the date of the disclosure to disclosure under this Agreementthe Receiving Party or its Affiliates, was already 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 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 AgreementInformation; or (ivc) results from research and development by either before or after the receiving party date of the disclosure to the Receiving Party or its Affiliates Affiliates, becomes published or Sublicensees, independent of disclosures from the other party of this Agreement, provided that the persons developing it have not had exposure generally known to the Confidential Information from public through no fault or omission on the disclosing partypart of the Receiving Party or its Affiliates, but such inapplicability commences only after such information is published or becomes generally known; or (vd) is independently developed by the Receiving Party or its Affiliates without reference to or reliance upon any Confidential Information of the Disclosing Party or its Affiliates; or (e) is reasonably determined to 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 Disclosing Party or its Affiliates and cooperates with the Disclosing Party with respect to any and all reasonable and lawful actions requested by the Disclosing Party to minimize the degree of such disclosure and/or to obtain confidential treatment or protective order; PROVIDED FURTHER, HOWEVER, that if the Confidential Information disclosed under this clause (e) is disclosed subject to confidential treatment or other party reasonable opportunity confidentiality protection, the obligations of Section 11.1 shall continue to oppose apply to such requirement; or (vi) COMPANY and EMORY agree in writing may be disclosedConfidential Information.

Release from Restrictions. Each party or its Affiliates or Sublicensees (a) 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, to the extent lawfully permissible to do so, 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 opinion of counsel to the Receiving Party, is legally required to be disclosed in such response to such order or subpoena. (b) A Receiving Party 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 applicable Product or under the reporting requirements of patentsany securities exchange on which the securities of the Receiving Party or its Affiliates are traded, or (ii) a Third Party to obtain or maintain any regulatory approvalwhich a Receiving Party has a contractual obligation related to the applicable Product, including authorizations but only to conduct clinical trials, or commercially market or obtain pricing approval of any Licensed Productsthe 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 ensure confidential treatment of such Confidential Information that:Information. (c) A Receiving Party may disclose this Agreement to a Third Party in connection with or in conjunction with (i) is or becomes patenteda 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 permitted assignment of this Agreement, provided or (iii) loan financing, raising of capital, or sale of securities; provided, however, that the persons developing it have not had exposure to the disclosing Party obtains an agreement for confidential treatment thereof on terms no less protective than those contained herein. (d) Any Confidential Information from the disclosing party; or (v) is required by law disclosed pursuant to be disclosed by the receiving party, provided that the receiving party uses this Section 14.4 shall maintain its best efforts to notify the confidentiality protection and non-use restrictions for all purposes other party immediately upon learning of than such requirement in order to give the other party reasonable opportunity to oppose such requirement; or (vi) COMPANY and EMORY agree in writing may be discloseddisclosure.