Common use of Nondisclosure Exceptions Clause in Contracts

Nondisclosure Exceptions. Neither Scynexis 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 [*]. Neither Scynexis 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 the receiving Party not having access to the disclosing Party’s information. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Nondisclosure Exceptions. Neither Scynexis Diamond 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 [*]Party. Neither Scynexis Diamond 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 the receiving Party not having access to without use of the disclosing Party’s information. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.