Exceptions to Confidentiality Provisions. The provisions of this Section 7.2 shall not apply to such Information which:
(a) was known or used by the receiving party or its Affiliates prior to its date of disclosure to the receiving party or its Affiliates by the disclosing party or its Affiliates, as evidenced by the prior written records of the receiving party or its Affiliates; or
(b) either before or after the date of the disclosure to the receiving party or its Affiliates, is lawfully disclosed to the receiving party or its Affiliates by a third party rightfully in possession of such information; or
(c) either before or after the date of the disclosure to the receiving party or its Affiliates, becomes published or generally known to the public through no fault or omission on the part of the receiving party or its Affiliates, but such inapplicability applies only after such information is published or becomes generally known; or
(d) is independently developed by the receiving party or its Affiliates without reference to or reliance upon any such information of the disclosing party or its Affiliates; or
(e) is required to be disclosed by the receiving party or its Affiliates to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, or to make filings for Regulatory Approval in any jurisdiction; provided that the receiving party or its Affiliates provides prior written notice of such disclosure to the disclosing party or its Affiliates and, to the extent practicable, takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
Exceptions to Confidentiality Provisions. The provisions of this Section 7.2 shall not apply to such Information which:
(a) was known or used by the Receiving party or its Affiliates prior to its date of disclosure to the Receiving party or its Affiliates by the Disclosing party or its Affiliates, as evidenced by the prior written records of the Receiving party or its Affiliates; or
(b) either before or after the date of the disclosure to the Receiving party or its Affiliates, is lawfully disclosed to the Receiving party or its Affiliates by a third party rightfully in possession of such information; or
(c) either before or after the date of the disclosure to the Receiving party or its Affiliates, becomes published or generally known to the public through no fault or omission on the part of the receiving party or its Affiliates, but such inapplicability applies only after such Information is published or becomes generally known; or
(d) is independently developed by the Receiving party or its Affiliates without reference to or reliance upon any such Information of the Disclosing party or its Affiliates; or
(e) is required to be disclosed by the Receiving party or its Affiliates to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that, the Receiving party or its Affiliates provides prior written notice of such disclosure to the Disclosing party or its Affiliates and, to the extent practicable, takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.
(f) CORIXA shall have the right to disclose Information, including without limitation material and data related to the Feasibility Study, to a third party in connection with a potential partnering transaction, investment, loan, merger or acquisition transaction with a party, provided, that, the third party has undertaken in writing an obligation of confidentiality similar to this Section 7.3.
Exceptions to Confidentiality Provisions. Except as otherwise expressly provided in this agreement, the preceding paragraph shall not apply to any Confidential Information that Simbec can prove conclusively (a) has been published in writing and has become, prior to the time of use or disclosure by Simbec, a part of the public domain other than by reason of any acts or omissions by possession or knowledge, prior to the time of Simbec's use or disclosure, by any third party (other than those acting for or on behalf of Inspire) as a matter of legal right and without restriction on use or disclosure, (b) was in Simbec's possession or actually known by Simbec prior to commencement of Simbec's engagement with Inspire, as a matter of legal right and without restriction on use and disclosure and was not acquired by Simbec or any of Simbec's employees representatives or contractors directly or indirectly from Inspire, or (c) was required to be disclosed by Simbec to comply with applicable laws or regulations or with a court or administrative order final beyond the possibility of appeal or other review, provided that Inspire received prior written notice of such disclosure and that Simbec takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure. For purposes of this Agreement, no information shall be deemed to be in the public domain or in Simbec's possession or knowledge or in the possession or knowledge of any of Simbec's employees, representatives or contractors merely because such information is embraced by more general information in the public domain or in the possession or knowledge of any of the foregoing.
Exceptions to Confidentiality Provisions. Nothing in this Agreement prohibits the Executive from:
i. Reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, the Occupational Safety and Health Administration, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal and state law or regulation, including the Defend Trade Secrets Act, which gives the Executive immunity from federal and state civil and criminal liability for disclosures of trade secrets. Under the Defend Trade Secrets Act, the Executive has the right to (a) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and (b) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from disclosure. The Executive does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that he has made such report or disclosures;
ii. Filing a charge or complaint with or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC), the U.S. Department of Labor (DOL), the Securities and Exchange Commission (SEC), or any other federal, state, or local agency or department and communicating with the EEOC, DOL, SEC, and comparable state or local agencies (whether such communication is initiated by the Executive or in response to the government); or
iii. Testifying truthfully pursuant to any government or regulatory investigation or pursuant to subpoena or other court order.
Exceptions to Confidentiality Provisions. The foregoing confidentiality obligations do not apply:
(i) to the extent that the Confidential Information is or becomes generally available to the public other than as a result of a breach of this Agreement or any other obligation of confidentiality; and,
(ii) to the extent that the Receiving Party is directly ordered by a court or required under State or Federal law to disclose all or any part of the Confidential Information, provided, however, that the party so ordered will give prompt notice to the other of any such order, or of any legal or governmental proceeding that might result in such an order, and will not disclose any Confidential Information until the other party has been provided with a reasonable opportunity to limit or prevent such disclosure.
Exceptions to Confidentiality Provisions. Notwithstanding the foregoing, Confidential Information shall not include information (i) in the public domain (other than as a result of a breach of this Agreement), (ii) in either party’s possession prior to its receipt from the other party pursuant to this Agreement, (iii) independently developed by either party or known through a third party that has no duty of confidentiality to either party; (iv) that is disclosed with each party’s prior written approval; or (v) that is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.
Exceptions to Confidentiality Provisions. Each Party agrees that they shall have no obligations under this Agreement with respect to any Confidential Information of the disclosing Party which: (i) was lawfully known or in the possession of the receiving Party, prior to disclosure from the disclosing Party, without an obligation to keep it confidential (ii) is or becomes publicly available without breach of this Agreement; (iii) is received from another source who can disclose the Confidential Information lawfully and without an obligation to keep it confidential (iv) is independently developed by the receiving Party by individuals with no knowledge of, and without use of or access to the disclosing Party’s Confidential Information; (v) or is disclosed by the receiving Party with the disclosing Party’s prior written approval; provided that, notwithstanding the foregoing, any use by a Party of Confidential Information to obtain information that would satisfy the conditions set out in paragraphs (i) – (iv) above shall, for greater certainty, constitute a breach of this Agreement.
