Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The obligations of confidentiality obligations and non-use contained in Section 7.1 16.1 above shall not apply to the extent that (a) any receiving party KRYPTON (the “Recipient”i) is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) is required to disclose information to any governmental agency for purposes of obtaining approval to test or market a productFinal Product, provided in either each case that the Recipient KRYPTON shall provide give GENTA JAGO written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; , or (b) the Recipient KRYPTON can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipientit, or thereafter became public knowledge, other than as a result of actions of the Recipient KRYPTON, its directors, officers and employees in violation hereof; (ii) the disclosed information was rightfully known by the Recipient KRYPTON (as shown by its written records) prior to the date of disclosure to the Recipient it by the other party GENTA JAGO hereunder; (iii) the disclosed information was disclosed to the Recipient KRYPTON on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to GENTA JAGO or the other partyLicensor; or (iv) the disclosed information was independently developed by KRYPTON without the Recipient without use of the Confidential Information disclosed by the other partyGENTA JAGO.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 6.1 above shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party Discloser and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other partyDiscloser; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other partyDiscloser.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this Article 5 shall not apply to the extent that (a) any receiving party (the “Recipient”) Receiving Party is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productPROVIDED THAT, provided in either case that the Recipient Receiving Party shall provide written notice thereof to notify the other party and sufficient opportunity to object Disclosing Party prior to any such disclosure to permit the Disclosing Party to oppose such disclosure or to request the highest level of seek confidential treatment thereofof such information); or (b) the Recipient Receiving Party can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipientby Receiving Party, or thereafter became public knowledge, other than as a result of actions of the Recipient acts attributable to Receiving Party in violation hereof; or (ii) the disclosed information was rightfully known by the Recipient Receiving Party (as shown by its written records) prior to the date of disclosure to the Recipient it by the other party hereunderDisclosing Party; or (iii) the disclosed information was disclosed to the Recipient Receiving Party on an unrestricted basis from a source unrelated to any third party to this Agreement and not under a duty of confidentiality to the other partyDisclosing Party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient Receiving Party without use of access to the Confidential Information disclosed by of the other partyDisclosing Party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure --------------------- obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided provided, in either case case, that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of acts directly or indirectly attributable to the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 5.1 above shall not apply to the extent that (a) any the receiving party (the “Recipient”) is required (i) to disclose information Confidential Information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide to the disclosing party written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information Confidential Information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient Recipient, its affiliates and licensees in violation hereof; (ii) the disclosed information Confidential Information was rightfully known to or independently developed by the Recipient Recipient, its affiliates or licensees (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information Confidential Information was disclosed to received by the Recipient Recipient, its affiliates or licensees on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 9.1 above shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above of this Agreement shall not apply to the extent that (a) any receiving party Party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productProduct, provided in either case that the Recipient shall provide written notice thereof to the other party Parties and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions or inaction of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the any other party Party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party Party to this Agreement and not under a duty of confidentiality to the any other party; Party, or (iv) the disclosed information was independently developed by the Recipient without use of the any Confidential Information disclosed by of the other partydisclosing Party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “Recipient”) is required can demonstrate that: (ia) the information was public knowledge at the time of such disclosure by Recipient, or thereafter became public knowledge, other than as a result of acts attributable to Recipient in violation hereof; (b) the information was rightfully known by Recipient (as shown by its written records) prior to the date of disclosure to Recipient by the other party hereunder; (c) the information was disclosed to Recipient on an unrestricted basis from a Third Party not under a duty of confidentiality to the other party; or (d) the information was independently developed by employees or agents of Recipient without access to the Confidential Information of the other party. Notwithstanding the foregoing, Recipient may (x) disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or ; (iiy) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, Product; or (c) disclose information as necessary to file or prosecute patent applications and prosecute or defend litigation; provided in either each case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations --------------------- contained in Section 7.1 above this Article shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productproduct or to apply for a patent on any UNIVERSITY Improvement, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of acts attributable to the Recipient in violation hereof; hereof-, (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from by a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations --------------------- contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of *** - Portions of this page have been omitted pursuant to Confidential Treatment request and filed separately, with the Commission. competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productproduct or to apply for a patent, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of acts attributable to the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from by a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 9.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (iib) the Recipient is required to disclose information to any governmental agency for purposes of obtaining approval to test or market a productProduct, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (bc) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient Recipient, its affiliates, employees, permitted licensees, permitted assignees and agents, consultants, clinical investigators or contractors in violation hereof; (ii) the disclosed information was rightfully known by the Recipient Recipient, its affiliates or permitted licensees (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to received by the Recipient or its affiliates or permitted licensees on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 4.1 above shall not apply to the extent that (a) any a receiving party (the “"Recipient”") is required (i) to disclose information by law, order, or regulation or order of a governmental agency or a court of competent jurisdiction, jurisdiction or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productdefend against litigation, provided in either case that the Recipient shall provide provided to the disclosing party written notice thereof to the other party and sufficient opportunity to object abject to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient Recipient, its affiliates, and licensees in violation hereof; (ii) the disclosed information was rightfully known by the Recipient Recipient, its affiliates or licensees (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; , or (iii) the disclosed information was disclosed to received by the Recipient Recipient, its affiliates or licensees on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; party or (iv) the disclosed information was independently developed by the Recipient without the use of the Confidential Information disclosed by of the other disclosing party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) is required to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) is required to disclose information to any governmental agency for purposes of obtaining approval to test or market a productproduct or to apply for a patent on any improvement, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof, if confidential treatment is available under the circumstances and not otherwise being accorded; or (iii) discloses the Confidential Information to an attorney, consultant or agent bound by non-disclosure obligations at least as protective as the terms herein in connection with the fulfillment, administration or enforcement of the Agreement or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of acts attributable to the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality obligations contained set forth in Section 7.1 above 9.1 shall not apply to the extent that the Recipient: (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to the Disclosing Party to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that that: (i) the disclosed information was public knowledge or generally known by publication in scientific or other journals or other public media at the time of such disclosure to the Recipient, Recipient or thereafter became public knowledge, knowledge or generally known other than as a result of actions of acts directly or indirectly attributable to the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunderDisclosing Party under this Agreement; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from by a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; Disclosing Party, or (iv) the disclosed information was independently developed by the Recipient (as shown by its written records) without any use of or access to information of the Confidential Information disclosed Disclosing Party. In addition, provided that Neose maintains the confidentiality of Novo’s name, with the prior approval of Novo, which approval will not be unreasonably withheld, Neose will have the right to use data about Novo Materials and New Product (i) to support a patent application by Neose, and (ii) for promotional purposes, subject to compliance with any publication plan for the development of the New Product that shall have been approved by the other partySteering Committee.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above 9.1 of this Agreement shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 Sections 4.1 and 4.2 above shall not apply to the extent that (a) any receiving party Party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productProduct, provided in either case case: that the Recipient shall provide written notice thereof to the other party Parties and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party Parties hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party Party to this Agreement and not under a duty of confidentiality to the any other partyParty; or (iv) the disclosed information was independently developed by the Recipient without access to or use of the Confidential Information disclosed by the any other partyParty.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 9.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productany Licensed Product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without access to or use of the Confidential Information disclosed by the other partysuch information.

Permitted Disclosures. The confidentiality obligations contained set forth in Section 7.1 above 9.1 shall not apply to the extent that the Recipient: (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to the Disclosing Party to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that that: (i) the disclosed information was public knowledge or generally known by publication in scientific or other journals or other public media at the time of such disclosure to the Recipient, Recipient or thereafter became public knowledge, knowledge or generally known other than as a result of actions of acts directly or indirectly attributable to the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunderDisclosing Party under this Agreement; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from by a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; Disclosing Party, or (iv) the disclosed information was independently developed by the Recipient (as shown by its written records) without any use of or access to information of the Confidential Information disclosed Disclosing Party. In addition, provided that Neose maintains the confidentiality of Novo’s name, with the prior approval of Novo, which approval will not be unreasonably withheld, Neose will have the right to use data about Novo Materials and New Products (i) to support a patent application by Neose, and (ii) for promotional purposes, subject to compliance with any publication plan for development of the New Products that shall have been approved by the other partySteering Committee.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above this Article 10 shall not apply to the extent that (a) any the receiving party (the “Recipient”) is required (i) to disclose information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency authority for purposes of obtaining approval to test or market a productProduct, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipientother party hereunder, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without . CUSTOMER agrees that VGX may use of the Confidential Information disclosed by the CUSTOMER’s corporate name in certain marketing and other partypublications and presentations, as example of, but not limited to, a client list.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 8.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; , or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its competent written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; party or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other partyparty (as shown by competent written records).

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 9.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; , or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; party or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 8.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; , or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; party or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other partyparty (as shown by the Recipient's written records).

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above 8.1 of this Agreement shall not apply to the extent that (a) any receiving party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions or inaction of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 5. 1 above shall not apply to the extent that (a) any the receiving party (the “"Recipient”") is required (i) to disclose information Confidential Information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide to the disclosing party written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information Confidential Information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient Recipient, its affiliates and licensees in violation hereof; (ii) the disclosed information Confidential Information was rightfully known to or independently developed by the Recipient Recipient, its affiliates or licensees (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information Confidential Information was disclosed to received by the Recipient Recipient, its affiliates or licensees on an unrestricted basis from basisfrom a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in --------------------- Section 7.1 8.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; , or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; party or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other partyparty (as shown by the Recipient's written records).

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “Recipient”) is required to (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, ; or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the by Recipient, or thereafter became public knowledge, other than as a result of actions of the acts attributable to Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any third party to this Agreement and not under a duty of confidentiality to the other party; or or, (iv) the disclosed information was independently developed by the employees or agents of Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of acts attributable to the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party ("Recipient") can demonstrate that: (a) the “information was public knowledge at the time of such disclosure by Recipient”, or thereafter became public knowledge, other than as a result of acts attributable to Recipient in violation hereof; (b) is required the information was rightfully known by Recipient (ias shown by its written records) prior to the date of disclosure to Recipient by the other party hereunder; (c) the information was disclosed to Recipient on an unrestricted basis from a Third Party not under a duty of confidentiality to the other party; or (d) the information was independently developed by employees or agents of Recipient without access to the Confidential Information of the other party. Notwithstanding the foregoing, Recipient may (x) disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or ; (iiy) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, Product; or (c) disclose information as necessary to file or prosecute patent applications and prosecute or defend litigation; provided in either each case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 6.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above 9.1 of this Agreement shall not apply to the extent that (a) any receiving party Party (the “Recipient”) is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productProduct, provided in either case that the Recipient shall provide written notice thereof to the other party Parties and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions or inaction of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the any other party Party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party Party to this Agreement and not under a duty of confidentiality to the any other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other partyParty.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required to (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, ; or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the by Recipient, or thereafter became public knowledge, other than as a result of actions of the acts attributable to Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any third party to this Agreement and not under a duty of confidentiality to the other party; or or, (iv) the disclosed information was independently developed by the employees or agents of Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above this Article 10 shall not apply to the extent that (a) any the receiving party Party (the “Recipient”) is required (i) to disclose information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency authority for purposes of obtaining approval to test or market a productProduct, provided in either case that the Recipient shall provide written notice thereof to the other party Party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the Recipientother Party hereunder, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party Party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party Party to this Agreement and not under a duty of confidentiality to the other party; Party. CUSTOMER agrees that VGX may use, subject to CUSTOMER’s prior written consent (which consent shall not be unreasonably withheld) CUSTOMER’s corporate name in certain marketing and other publications and presentations, as example of, but not limited to, a client list. In addition, CUSTOMER may disclose the terms of this Agreement to potential investors or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other partybusiness partners.

Permitted Disclosures. The confidentiality obligations contained in --------------------- Section 7.1 9.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a productLicensed Product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 6.1 above shall not apply to the extent that (a) any the receiving party (the “Recipient”) is required (i) to disclose information Confidential Information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide to the disclosing party written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information Confidential Information was public knowledge at the time of such disclosure to by the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient Recipient, its affiliates and licensees in violation hereof; (ii) the disclosed information Confidential Information was rightfully known to or independently developed by the Recipient Recipient, its affiliates or licensees (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information Confidential Information was disclosed to received by the Recipient Recipient, its affiliates or licensees on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The Except as otherwise set forth in Section 7.2 herein, the confidentiality obligations contained in Section 7.1 2.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; or (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this the Agreement and not under a duty of confidentiality to the other party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this Article 5 shall not apply to the extent that (a) any receiving party (the “Recipient”) Receiving Party is required (i) to disclose information by law, order, rule, regulation or order act of a governmental authority or agency or a court of competent jurisdiction, or PROVIDED THAT, the Receiving Party (iii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that shall reasonably notify the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object Disclosing Party prior to any such disclosure to permit the Disclosing Party to oppose such disclosure or to request the highest level of seek confidential treatment thereofof such information and (ii) if such disclosure is required, disclose only the minimum information required to be disclosed in order to comply (as determined by counsel), whether or not a protective order or other similar order is obtained by such Disclosing Party; or (b) the Recipient Receiving Party can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to by the RecipientDisclosing Party, or thereafter became public knowledge, other than as a result of actions of the Recipient acts attributable to Receiving Party in violation hereofof this Agreement; or (ii) the disclosed information was rightfully known by the Recipient Receiving Party (as shown by its written records) prior to the date of disclosure to the Recipient it by the other party hereunderDisclosing Party; or (iii) the disclosed information was disclosed to the Recipient Receiving Party on an unrestricted basis from a source unrelated to any third party to this Agreement and not under a duty of confidentiality to of the other partyDisclosing Party; or (iv) the disclosed information was independently developed by employees or agents of the Recipient Receiving Party without use of access to the Confidential Information disclosed by of the other partyDisclosing Party.

Permitted Disclosures. The confidentiality nonuse and nondisclosure obligations contained in Section 7.1 above this article shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required to (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, ; or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object object, time permitting, to any such disclosure or to request the highest level of confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the by Recipient, or thereafter became public knowledge, other than as a result of actions of the acts attributable to Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any third party to this not Agreement and not No. _____ under a duty of confidentiality to the other party; or or, (iv) the disclosed information was independently developed by the employees or agents of Recipient without use of access to the Confidential Information disclosed by of the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 above shall not apply to the extent that (ai) any receiving party (the “"Recipient”") is required (ia) to disclose information by law, order, or regulation or order of a governmental government agency or a court of competent jurisdiction, or (iib) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request the highest level of confidential treatment thereof; or (bii) the Recipient can demonstrate that (ia) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions action of the Recipient in violation hereof; (iib) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iiic) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (ivd) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party.

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 9.1 above shall not apply to the extent that (a) any receiving party (the “"Recipient”") is required (i) to disclose information by law, order or regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Recipient shall provide give written notice thereof to the other party and sufficient opportunity to object prevent or limit to any such disclosure or to request the highest level of confidential treatment thereof; provided, further, that the Recipient shall give reasonable assistance to the disclosing party to preserve the information as confidential; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other than as a result of actions of the Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from by a source unrelated to any party to this Agreement and Third Party not under a duty of confidentiality to the other partydisclosing party or its Affiliates; or (iv) the disclosed information was independently developed by or for the Recipient or its Affiliates by persons without access to or use of the Confidential Information disclosed by the other partysuch information.