5.1 The Parties acknowledge and agree that each Party’s business and future success depends on the preservation of confidential information of that Party and/or its Affiliates, sub-grantees, subcontractors, and consultants. Such confidential information of a Party may include, but not be limited to, unpublished data, processes, techniques, methods, computer programs, chemical structures and other information regarding the synthesis, formulation and development of pharmaceuticals, compounds, know-how, ideas (including patentable ideas), inventions, improvements, unpublished patent applications, copyrightable works, schematics, product development plans, forecasts, strategies, suppliers, regulatory strategies and other technical, business, financial, marketing and merchandising information of such Party and/or its affiliates, suppliers, collaborators, subcontractors, consultants and customers (“Confidential
5.2 During the Term of this Agreement it is anticipated the Parties will provide Confidential Information to each other and will be permitted to share and disclose the Confidential Information of a Disclosing Party with other Parties for purposes of conducting and implementing the Research Plan. In the event the Disclosing Party provides Confidential Information to the Receiving Party then the terms and conditions of this Article 5 shall govern such disclosure. Written disclosures of Confidential Information shall be marked as “Confidential” by the Disclosing Party at the time of such written disclosure. Oral disclosures of Confidential Information shall be reduced to writing within thirty (30) days of such oral disclosure and marked as confidential by the Disclosing Party. Notwithstanding the foregoing, Confidential Information shall also include information that, given the nature of the information and the circumstances surrounding such disclosure, would reasonably be considered “confidential” or “proprietary”, even if it is not designated as such at the time of or after the disclosure. Each Party agrees to protect and to preserve as confidential during and for a period of three (3) years after the Term of this Agreement all Confidential Information of another Party disclosed by such other Party to Receiving Party. Receiving Party agrees: (a) to not disclose a Disclosing Party’s Confidential Information to any third party; and (b) to share a Disclosing Party’s Confidential Information with only its employees, and consultants and subcontractors identified in the Research Plan and to the other Parties in the Project who have a need to know such Confidential Information to perform the Research Plan and who are bound by restrictions on disclosure and use of such Confidential Information at least as restrictive as those set forth herein; and (c) to use each other Party’s Confidential Information solely as necessary to perform the Research Plan, in each case except as otherwise permitted by the applicable Disclosing Party in writing or expressly set forth in this Agreement.
5.3 The obligations of this Article 5 shall not apply to:
i) information which is or becomes known publicly through no fault of any Receiving Party;
ii) information learned by Receiving Party on a non-confidential basis from a third party entitled to disclose it;
iii) information developed by Receiving Party independently of Confidential Information or Research Material obtained from the Disclosing Party as shown by documentary evidence; or
iv) information already known to Receiving Party before Disclosing Party disclosed as shown by prior written records.
5.4 In the event a Disclosing Party’s Confidential Information in possession of a Receiving Party is required to be made accessible to the public by operation of law or the Receiving Party is legally compelled to disclose it, the Receiving Party shall promptly notify the Disclosing Party in writing as to the reasons for such disclosure. The Receiving Party will employ all reasonable measures to afford Disclosing Party a reasonable opportunity to object to or condition such disclosure through a protective order or other means as to such Confidential Information, and will use reasonable efforts to obtain legally available assurances that such Confidential Information will be, treated confidentially.
5.5 Receiving Party shall return each Disclosing Party’s Confidential Information upon the first to occur of: (a) such Disclosing Party’s request; (b) expiration of this Agreement, or (c) termination of this Agreement. A Receiving Party may retain one (1) archival copy of the Disclosing Party’s Confidential Information for purposes of complying with or enforcing this Agreement and, in addition, any copies of Confidential Information that such Receiving Party has a right of continued use thereon as expressly set forth in this Agreement.