Common use of Nondisclosure Exceptions Clause in Contracts

Nondisclosure Exceptions. Neither Ambrx nor Elanco shall publish or disclose to any Third Party, including its independent contractors, any or all Confidential Information of the other Party without the advance execution of a binding confidentiality agreement between the Third Party and the disclosing Party and advance approval of the Steering Committee. Neither Ambrx nor Elanco shall disclose to any Third Party or use for any purpose besides this Agreement, Confidential Information of the other Party, unless such Party can demonstrate that such information: (a) Was known to the receiving Party or to the public prior to disclosure by the disclosing Party under this Agreement, as shown by written records; (b) Becomes known to the public from a source other than the receiving Party; (c) Is disclosed to the receiving Party on a non-confidential basis by a Third Party having a legal right to make such disclosure; (d) Is required to be disclosed by law or judicial order; provided, however, the receiving Party shall promptly notify the disclosing Party and shall not disclose any information without the disclosing Party’s prior written consent or until the disclosing Party has exhausted any legal actions it may take to prevent or limit the requested disclosure; or (e) Is independently developed by an employee of the receiving Party not having access to the disclosing Party’s information.

Nondisclosure Exceptions. Neither Ambrx Each Party agrees that, during the Term and for a period of [***] from the expiration or termination of this Agreement, neither NextCure nor Elanco Lilly shall publish or disclose to any Third Party, including its independent contractors, any or all Confidential Information of the other Party without the advance execution of a binding confidentiality agreement between the Third Party and the disclosing Party and advance approval of the Steering Committee(including, for clarity, Joint Confidential Information), except as expressly permitted by this Article 10. Neither Ambrx NextCure nor Elanco Lilly shall disclose to any Third Party Party, or use for any purpose besides other than exercising its respective rights and performing its respective obligations under this Agreement, Confidential Information of the other Party, unless such Party can demonstrate that such information: (a) 10.1.1 Was known to the receiving Party on a non-confidential basis or to the public prior to disclosure by the disclosing Party under this Agreement, as shown by written records; (b) 10.1.2 Becomes known to the public from a source after disclosure other than through any act or omission of the receiving Party; (c) 10.1.3 Is disclosed to the receiving Party on a non-confidential basis by a Third Party having a legal right to make such disclosure; (d) Is required to be disclosed by law or judicial order; provided, however, the receiving Party shall promptly notify the disclosing Party and shall not disclose any information without the disclosing Party’s prior written consent or until the disclosing Party has exhausted any legal actions it may take to prevent or limit the requested disclosure; or (e) 10.1.4 Is independently developed exclusively by an employee employee, contractor or agent of the receiving Party not having access to the disclosing Party’s information.