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Confidential information exceptions

Last updated 28 June 2007

Description

There are several occasions confidential information can be treated as non-confidential. An agreement should explicitly outline these exceptions.

Example exceptions include:

• information already known to receiving party
• generally available to the public
• subsequently becomes generally available to the public, except from disclosure by the receiving party
• independently developed by the receiving party
• disclosed to the receiving party in a manner other than under confidentiality, by a third party with no confidentiality obligations

Examples

Clause:

Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by written documentation by the receiving Party that such information:

14.1.1. was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure;

14.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

14.1.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;

14.1.4. was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or

14.1.5. was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

-- Licensing agreemeent between Amgen and Cytokinetics, December 2006

See Also

None