Common use of Confidentiality and Non-Use Clause in Contracts

Confidentiality and Non-Use. 8.1 The Customer acknowledges that LB Know-How, LB Process, LB Patent Rights and General Application Intellectual Property and any of LB's other Intellectual Properly disclosed to, supplied to or held by Customer pursuant to this Agreement, and LB acknowledges that Customer Know-How, Customer Patent Rights, Customer Technology, Customer Information, Customer Process, New Customer Intellectual Property, Customer Materials and the Cell Line and any of Customer's other Intellectual Property disclosed to, supplied to or held by LB pursuant to this Agreement (all of the foregoing collectively referred to as "Confidential Information") is, subject to Clause 8.5, supplied and shall be held in circumstances imparting an obligation of confidence and each agrees to keep the other party's Confidential Information secret and confidential and to respect the other's proprietary rights therein and not at any time for any reason whatsoever to disclose or permit such Confidential Information to be disclosed to any third party save as expressly provided herein or to be used for any purpose not expressly authorized under this Agreement For the avoidance of doubt, the parties agree that all portions of documents and records describing and to the extent relating to the Product and the Customer Process shall be kept confidential by Lonza in accordance with the terms of this Clause 8. 8.2 The Customer and LB shall each procure that all their respective employees, consultants, contractors and persons for whom it is responsible having access to the other party's Confidential Information shall be subject to the same obligations of confidence as the principals pursuant to Clauses 8.1 and 8.3 and, in addition, with respect to LB, to the same obligations of non-use pursuant to Clauses 2.3, 3.6 and 8.1, and shall be bound, by written confidentiality agreements in support of all such obligations. 8.3 LB and the Customer each undertake, except as set forth herein, not to disclose or permit to be disclosed to any third party, or otherwise make use of or permit to be made use of (a) any Confidential Information of the other, or of any Affiliate of the other, or of any suppliers, agents, distributors, licensees or other customers of the other which comes into the receiving party's possession under this Agreement or (b) the commercial terms of this Agreement, except to the extent that any of the foregoing is required to be disclosed pursuant to subpoena, court order, judicial process or otherwise by law, provided the receiving party provides prompt notice to the disclosing party of such requirement in order to give the disclosing party an opportunity to timely seek a protective order or other appropriate judicial relief. In the event the disclosing party is unable to obtain a protective order or other appropriate judicial relief, the receiving party shall disclose only that portion of the disclosing party's Confidential Information which is legally required to be disclosed, and ensure that all such Confidential Information of the disclosing party shall be redacted to the fullest extent permitted by law prior to such disclosure and that the disclosing party shall be given an opportunity to review the Confidential Information prior to its disclosure. Notwithstanding the foregoing, (i) LB may disclose Customer's Confidential Information to LB's Affiliate, Lonza Biologics, Inc., for purposes consistent with this Agreement; provided, however, that LB shall ensure that its Affiliate is subject to obligations of confidentiality and non-use with respect to the Confidential Information at least as strict as those set forth herein, and provided further that LB shall remain liable for the acts or omissions of its Affiliate with respect to such Confidential Information, and (ii) either party may disclose the other party's Confidential Information to any contractors or consultants approved in writing by the other party, such approval not to be unreasonably withheld or delayed, for purposes consistent with this Agreement; provided, however, that in each case the party disclosing the other party's Confidential Information shall ensure that the third party receiving the information is subject to contractual obligations of confidentiality and non-use with respect to the Confidential Information at least as strict as those set forth herein; and provided further that the party disclosing the other party's Confidential Information shall remain liable for the acts or omissions of such third party with respect to such Confidential Information. 8.4 The obligations of confidence referred to in this Clause 8 shall not extend to any information which: 8.4.1 is or becomes generally available to the public otherwise than by reason of a breach by the recipient party of the provisions of this Clause 8; 8.4.2 is known to the recipient party and is at its free disposal, without an obligation of confidence, prior to its receipt from the disclosing party; 8.4.3 is subsequently disclosed to the recipient party without being made subject to an obligation of confidence; or 8.4.4 is developed by any servant or agent of the recipient party without access to or use or knowledge of the Confidential Information of the disclosing party. 8.5 The parties acknowledge that: 8.5.1 without prejudice to any other rights and remedies that the parties may have, the parties agree that the Confidential Information is valuable and that damages may not be an adequate remedy for any breach of the provisions of Clauses 2.3, 3.6, 8.1, 8.2, 8.3 and 8.

Confidentiality and Non-Use. 8.1 The Customer acknowledges In consideration of the Company's and/or FGIC's providing, or causing to be provided, Confidential Material to the Recipient, the Recipient agrees that LB Know-Howit shall (and shall direct its Recipient Affiliates to): a. hold confidential and not directly or indirectly disclose, LB Processwithout the prior written consent of the Company and FGIC, LB Patent Rights and General Application Intellectual Property and all Confidential Material provided by or on behalf of the Company, FGIC and/or any of LBthe Provider Affiliates, provided that the Recipient or the Recipient Affiliate receiving such Confidential Material may disclose such Confidential Material to (i) the Recipient Affiliates having a reasonable need to know such Confidential Material in connection with the permitted purposes hereunder, in which event the Recipient shall infonn the Recipient Affiliates of the confidential nature of the Confidential Material and the terms of this Agreement applicable to the Recipient Affiliates and shall be directed by the Recipient to (x) not disclose the Confidential Material and (y) otherwise act in accordance with this Agreement; and (ii) any Restricted COPs Holder, provided that the FGIC Member shall have confinned in writing in advance of any disclosure that the intended recipient is in fact a Restricted COPs Holder. b. use such Confidential Material only for the purposes of evaluation of a request for consent or other action by the Recipient in connection with the Company Agreement, and for no other purposes whatsoever, except with the prior written consent of the Company and FGIC; c. destroy or return all written or recorded Confidential Material in the form provided by or on behalf of the Company, FGIC and/or the Provider Affiliates (including all copies thereof) to the Company and/or FGIC, as applicable, within 30 days of receipt by the Recipient of a written request therefor from the Company and/or FGIC, as applicable; provided, that notwithstanding the destruction or return of the Confidential Material pursuant to this section, the Recipient shall continue to be subject to its covenants under this Agreement; d. destroy all portions of any internal documents and records prepared by or for the Recipient and the Recipient Affiliates containing Confidential Material (including all copies thereof and all portions of such documents and records containing Confidential Material, but excluding any attorney work product material that would be protected from discovery pursuant to the attorney-client privilege) and provide the Company and FGIC with a written confinnation (including, without limitation, by electronic mail) stating that such destruction has occurred, within 30 days of receipt by the Recipient of a written request therefor from the Company or FGIC, provided that, notwithstanding the provisions of this and the previous clause, (1) in the event that a transaction is consmmnated between the Company, FGIC or a Provider Affiliate and the COPs Trust Members with respect to which the Recipient relied on Confidential Material, the Recipient may retain a copy of such Confidential Material, and (2) the Recipient may retain one hard copy and electronic copies of any Confidential Material that it is required to record or keep in its files by internal legal or compliance policy, applicable statute, law or governmental rule or regulation, or in routine backup of electronic data processing systems, (3) Recipient may retain that portion of the Confidential Material that is memorialized in notes, analysis, compilations, studies, interpretations or other documents prepared by the Recipient or any of its representatives, and (4) the Recipient's counsel may retain Confidential Material subject to the Recipient's other Intellectual Properly disclosed to, supplied obligations hereunder with respect thereto; provided that any such Confidential Material so retained shall continue to or held by Customer pursuant be subject to the tenns of this Agreement, and LB acknowledges provided, further, that Customer Know-How, Customer Patent Rights, Customer Technology, Customer Information, Customer Process, New Customer Intellectual Property, Customer Materials and notwithstanding the Cell Line and any destruction or permitted retention of Customer's other Intellectual Property disclosed to, supplied to or held by LB Confidential Material pursuant to this Agreement (all of the foregoing collectively referred to as "Confidential Information") is, subject to Clause 8.5, supplied and shall be held in circumstances imparting an obligation of confidence and each agrees to keep the other party's Confidential Information secret and confidential and to respect the other's proprietary rights therein and not at any time for any reason whatsoever to disclose or permit such Confidential Information to be disclosed to any third party save as expressly provided herein or to be used for any purpose not expressly authorized under this Agreement For the avoidance of doubtsection, the parties agree that all portions of documents and records describing and Recipient shall continue to the extent relating to the Product and the Customer Process shall be kept confidential by Lonza in accordance with the terms of this Clause 8. 8.2 The Customer and LB shall each procure that all their respective employees, consultants, contractors and persons for whom it is responsible having access to the other party's Confidential Information shall be subject to the same obligations of confidence as the principals pursuant to Clauses 8.1 and 8.3 and, in addition, with respect to LB, to the same obligations of non-use pursuant to Clauses 2.3, 3.6 and 8.1, and shall be bound, by written confidentiality agreements in support of all such obligations. 8.3 LB and the Customer each undertake, except as set forth herein, not to disclose or permit to be disclosed to any third party, or otherwise make use of or permit to be made use of (a) any Confidential Information of the other, or of any Affiliate of the other, or of any suppliers, agents, distributors, licensees or other customers of the other which comes into the receiving party's possession its covenants under this Agreement or (b) the commercial terms Agreement. Without limiting any other provision of this Agreement, the Recipient agrees that it shall (i) use its commercially reasonable efforts to (x) cause its Recipient Affiliates to act in accordance with this Agreement and (y) cause its Recipient Affiliates to refrain from any prohibited or unauthorized use or disclosure of Confidential Material and (ii) be responsible and liable for any and all breaches of this Agreement and any prohibited or unauthorized use or disclosure of Confidential Material that could result in a breach of this Agreement by any Recipient Affiliate. Anything to the contrary in this Agreement notwithstanding, in no event shall the Recipient be liable for money damages under this Agreement except to the extent that any of the foregoing is required to be disclosed its conduct constitutes gross negligence, willful misconduct or fraud as detennined pursuant to subpoenaa final, court order, judicial process or otherwise by law, provided the receiving party provides prompt notice to the disclosing party of such requirement in order to give the disclosing party an opportunity to timely seek a protective order or other appropriate judicial relief. In the event the disclosing party is unable to obtain a protective order or other appropriate judicial relief, the receiving party shall disclose only that portion of the disclosing party's Confidential Information which is legally required to be disclosed, and ensure that all such Confidential Information of the disclosing party shall be redacted to the fullest extent permitted by law prior to such disclosure and that the disclosing party shall be given an opportunity to review the Confidential Information prior to its disclosure. Notwithstanding the foregoing, (i) LB may disclose Customer's Confidential Information to LB's Affiliate, Lonza Biologics, Inc., for purposes consistent with this Agreement; provided, however, that LB shall ensure that its Affiliate is subject to obligations of confidentiality and non-use with respect to the Confidential Information at least as strict as those set forth herein, and provided further that LB shall remain liable for the acts or omissions of its Affiliate with respect to such Confidential Information, and (ii) either party may disclose the other party's Confidential Information to any contractors or consultants approved in writing by the other party, such approval not to be unreasonably withheld or delayed, for purposes consistent with this Agreement; provided, however, that in each case the party disclosing the other party's Confidential Information shall ensure that the third party receiving the information is subject to contractual obligations of confidentiality and non-use with respect to the Confidential Information at least as strict as those set forth herein; and provided further that the party disclosing the other party's Confidential Information shall remain liable for the acts or omissions of such third party with respect to such Confidential Information. 8.4 The obligations of confidence referred to in this Clause 8 shall not extend to any information which: 8.4.1 is or becomes generally available to the public otherwise than by reason appealable determination of a breach by the recipient party court of the provisions of this Clause 8; 8.4.2 is known to the recipient party and is at its free disposal, without an obligation of confidence, prior to its receipt from the disclosing party; 8.4.3 is subsequently disclosed to the recipient party without being made subject to an obligation of confidence; or 8.4.4 is developed by any servant or agent of the recipient party without access to or use or knowledge of the Confidential Information of the disclosing partycompetent jurisdiction. 8.5 The parties acknowledge that: 8.5.1 without prejudice to any other rights and remedies that the parties may have, the parties agree that the Confidential Information is valuable and that damages may not be an adequate remedy for any breach of the provisions of Clauses 2.3, 3.6, 8.1, 8.2, 8.3 and 8.

Confidentiality and Non-Use. 8.1 The Customer acknowledges 2.1 Recipient agrees that LB Know-Howit shall only utilize the Confidential Information for the Purpose and only until Xxxxxxx notifies Recipient in writing to cease all use of the Confidential Information and return the same to Xxxxxxx, LB Process, LB Patent Rights and General Application Intellectual Property and any of LB's other Intellectual Properly disclosed to, supplied to or held by Customer pursuant to this Agreementwhich demands Recipient shall properly perform, and LB acknowledges that Customer Know-How, Customer Patent Rights, Customer Technology, Customer Information, Customer Process, New Customer Intellectual Property, Customer Materials and the Cell Line and Recipient shall not disclose any of Customer's other Intellectual Property disclosed to, supplied to or held by LB pursuant to this Agreement (all of the foregoing collectively referred to as "Confidential Information") is, subject to Clause 8.5, supplied and shall be held in circumstances imparting an obligation of confidence and each agrees to keep the other party's Confidential Information secret and confidential and to respect the other's proprietary rights therein and not at any time for any reason whatsoever to disclose or permit such Confidential Information to be disclosed to any third party save as expressly provided herein or to be used for any purpose not expressly authorized under this Agreement For the avoidance of doubt, the parties agree that all portions of documents and records describing and to the extent relating to the Product and the Customer Process shall be kept confidential by Lonza in accordance with the terms of this Clause 8. 8.2 The Customer and LB shall each procure that all their respective employees, consultants, contractors and persons for whom it is responsible having access to the other party's Confidential Information shall be subject to the same obligations of confidence as the principals pursuant to Clauses 8.1 and 8.3 and, in addition, with respect to LB, to the same obligations of non-use pursuant to Clauses 2.3, 3.6 and 8.1, and shall be bound, by written confidentiality agreements in support of all such obligations. 8.3 LB and the Customer each undertake, except as set forth herein, not to disclose or permit to be disclosed to any third party. 2.2 The attendance at any discussion, meeting or otherwise make use presentation of or permit to be made use of (a) any Confidential Information to Recipient to its employees shall be limited to those employees whose duties justify their need to be present or to know such information and then only on the basis of a clear understanding by such employees of their obligation to maintain the otherconfidentiality of such information and to restrict the use thereof solely for the Purpose. 2.3 Recipient shall not, directly or indirectly, copy or use any Confidential Information other than for the Purpose. 2.4 For a period of two (2) years from the date hereof, Recipient shall not and shall not attempt to develop, market or sell any product or use any information which performs functions the same as or similar to the Product or the Confidential Information. 2.5 Recipient agrees that for a period of two (2) years from the date hereof, it shall not directly or indirectly, hire, employ or engage, or attempt to hire, employ or engage any employee, agent or consultant or representative of Xxxxxxx without the prior written permission of Xxxxxxx. 2.6 Recipient agrees that all rights in and to the Confidential Information, whether under patent, trademark, copyright or any Affiliate of the otherapplication therefor, trade secret, know-how, or of any suppliersother proprietary rights, agents, distributors, licensees or other customers of the other which comes into the receiving party's possession under this Agreement or (b) the commercial terms of this Agreement, except belong to Xxxxxxx and that no licenses relating to the extent that any of the foregoing is required to be disclosed pursuant to subpoena, court order, judicial process or otherwise by law, provided the receiving party provides prompt notice to the disclosing party of such requirement in order to give the disclosing party an opportunity to timely seek a protective order or other appropriate judicial relief. In the event the disclosing party is unable to obtain a protective order or other appropriate judicial relief, the receiving party shall disclose only that portion of the disclosing party's Confidential Information which is legally required to be disclosed, and ensure that all such Confidential Information of the disclosing party shall be redacted to the fullest extent permitted by law prior to such disclosure and that the disclosing party shall be given an opportunity to review the Confidential Information prior to its disclosure. Notwithstanding the foregoing, (i) LB may disclose Customer's Confidential Information to LB's Affiliate, Lonza Biologics, Inc., for purposes consistent with this Agreement; provided, however, that LB shall ensure that its Affiliate is subject to obligations of confidentiality and non-use with respect to the Confidential Information at least as strict as those set forth hereinare granted under this Agreement. 2.7 Recipient acknowledges that Confidential Information supplied by Xxxxxxx in or reduced to written or other tangible form is the property of Xxxxxxx and, upon written request, shall no longer be used by Recipient, and provided further that LB shall remain liable for the acts be promptly returned to Xxxxxxx together with all reproductions thereof, in any form, with Recipient may have in its possession or omissions of under its Affiliate with respect to such Confidential Information, and (ii) either party may disclose the other party's Confidential Information to any contractors or consultants approved in writing by the other party, such approval not to be unreasonably withheld or delayed, for purposes consistent with this Agreement; provided, however, that in each case the party disclosing the other party's Confidential Information shall ensure that the third party receiving the information is subject to contractual obligations of confidentiality and non-use with respect to the Confidential Information at least as strict as those set forth herein; and provided further that the party disclosing the other party's Confidential Information shall remain liable for the acts or omissions of such third party with respect to such Confidential Informationcontrol. 8.4 2.8 The obligations of confidence referred to in this Clause 8 Recipient under Section 2.1 above shall not extend apply to any information which: 8.4.1 2.8.1 is or becomes generally publicly available, as evidenced by published material, through no action or failure to take action by Recipient; 2.8.2 becomes available to the public otherwise than by reason of Recipient from a breach third party which received such information on an unrestricted basis; or 2.8.3 is already known to Recipient prior to receipt from Xxxxxxx as can be shown by the recipient party written records of the provisions Recipient. 2.8.4 is required to be disclosed by law or legal proceedings, subpoena, civil investigative demand or other similar process, provided that Xxxxxxx is given timely notice of this Clause 8any such request so that Xxxxxxx may seek relief or other appropriate remedy; 8.4.2 2.8.5 is known required to the recipient party and is at its free disposal, without an obligation of confidence, prior to its receipt from the disclosing party; 8.4.3 is subsequently be disclosed to the recipient party without being made subject to an obligation of confidenceSecurities and Exchange Commission or any other regulatory body with authority over the Products, including in a required filing; or 8.4.4 2.8.6 is developed by any servant disclosed with the consent of Xxxxxxx or agent one of the recipient party without access to or use or knowledge of the Confidential Information of the disclosing partyits affiliates. 8.5 The parties acknowledge that:2.9 Recipient shall not remove any proprietary notice from any Confidential Information. 8.5.1 without prejudice to any other rights and remedies 2.10 Recipient agrees that the parties may have, the parties agree that the Confidential Information is valuable Xxxxxxx would be irreparably harmed by a violation of this Agreement and that monetary damages may for such breach would not be readily calculable and that Xxxxxxx would not have an adequate remedy at law therefor and Recipient acknowledges, consents and agrees that (i) the U.S. District Court for the State of Maryland shall have personal jurisdiction over Recipient to adjudicate any remedy available to Xxxxxxx for such breach, and (ii) Xxxxxxx shall be entitled to equitable relief, including injunctive relief and/or specific performance, in the event of any actual, threatened or likely breach of the provisions of Clauses 2.3this Agreement, 3.6, 8.1, 8.2, 8.3 and 8in addition to all other remedies available to Xxxxxxx at law or in equity.

Confidentiality and Non-Use. 8.1 4.1 The Customer acknowledges that LB Know-HowCompany agrees that, LB Processwithout the prior written consent of Licensors, LB Patent Rights and General Application Intellectual Property and any in each case, during the term of LB's other Intellectual Properly disclosed to, supplied to or held by Customer pursuant to this Agreement, and LB acknowledges that Customer Know-How, Customer Patent Rights, Customer Technology, Customer Information, Customer Process, New Customer Intellectual Property, Customer Materials and the Cell Line and any of Customer's other Intellectual Property disclosed to, supplied to or held by LB pursuant to this Agreement and for 5 years thereafter, it shall (all of i) not disclose and/or transfer and/or reveal the foregoing collectively referred to as "Confidential Information") is, subject to Clause 8.5, supplied and shall be held in circumstances imparting an obligation of confidence and each agrees to keep the other party's Licensors Confidential Information secret and confidential and to respect the other's proprietary rights therein and not at any time for any reason whatsoever to disclose or permit such Confidential Information to be disclosed to any third party save (as expressly provided herein or to be used for any purpose not expressly authorized under defined in this Agreement For the avoidance of doubt, the parties agree that all portions of documents and records describing and to the extent relating to the Product and the Customer Process shall be kept confidential by Lonza in accordance with the terms of this Clause 8. 8.2 The Customer and LB shall each procure that all their respective employees, consultants, contractors and persons for whom it is responsible having access to the other party's Confidential Information shall be subject to the same obligations of confidence as the principals pursuant to Clauses 8.1 and 8.3 and, in addition, with respect to LB, to the same obligations of non-use pursuant to Clauses 2.3, 3.6 and 8.1, and shall be bound, by written confidentiality agreements in support of all such obligations. 8.3 LB and the Customer each undertake, except as set forth herein, not to disclose or permit to be disclosed Section 4.1 below) to any third party, or otherwise make except as set out herein, (ii) not use of or permit to be made use of (a) any and/or copy and/or reproduce the Licensors Confidential Information of the other, or of in any Affiliate of the other, or of any suppliers, agents, distributors, licensees or other customers of the other which comes into the receiving party's possession fashion except as reasonably necessary to perform and exercise its rights and obligations under this Agreement or (b) the commercial terms of this Agreement, except (iii) take all necessary actions, consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to the extent that any prevent unauthorized disclosure of the foregoing is required to be disclosed pursuant to subpoena, court order, judicial process or otherwise by law, provided the receiving party provides prompt notice to the disclosing party of such requirement in order to give the disclosing party an opportunity to timely seek a protective order or other appropriate judicial relief. In the event the disclosing party is unable to obtain a protective order or other appropriate judicial relief, the receiving party shall disclose only that portion of the disclosing party's Licensors Confidential Information which is legally required to be disclosedInformation, and ensure that all such Confidential Information of (iv) disclose the disclosing party shall be redacted to the fullest extent permitted by law prior to such disclosure and that the disclosing party shall be given an opportunity to review the Confidential Information prior to its disclosure. Notwithstanding the foregoing, (i) LB may disclose Customer's Licensors Confidential Information to LB's Affiliateany of its Sublicensees, Lonza Biologicspersonnel, Inc.employees, for purposes consistent with this Agreement; providedrepresentatives and officers on a need-to-know basis, howeverand to actual and potential business partners, collaborators, investors, service providers and consultants, provided that LB shall ensure that its Affiliate each of the above is subject to obligations bound by a written undertaking of confidentiality and non-use with respect to the Confidential Information terms which are at least as strict restricting as those set forth specified herein, all during the period of this Agreement and provided further that LB shall remain liable for a term of 5 years following its term or termination. For the acts or omissions removal of its Affiliate with respect to such Confidential Informationdoubt, and (ii) either party may disclose the other party's Confidential Information to any contractors or consultants approved in writing by the other party, such approval not to be unreasonably withheld or delayed, for purposes consistent with this Agreement; provided, however, that in each case the party disclosing the other party's Confidential Information shall ensure it is hereby clarified that the third party receiving the information is subject to contractual obligations of confidentiality Company shall be responsible and non-use with respect liable to the Confidential Information at least as strict as those set forth herein; and provided further that the party disclosing the other party's Confidential Information shall remain liable for the acts or omissions of such third party with respect to such Confidential Information. 8.4 The obligations of confidence referred to in this Clause 8 shall not extend to any information which: 8.4.1 is or becomes generally available to the public otherwise than by reason of a breach by the recipient party of the provisions of this Clause 8; 8.4.2 is known to the recipient party and is at its free disposal, without an obligation of confidence, prior to its receipt from the disclosing party; 8.4.3 is subsequently disclosed to the recipient party without being made subject to an obligation of confidence; or 8.4.4 is developed by any servant or agent of the recipient party without access to or use or knowledge of the Confidential Information of the disclosing party. 8.5 The parties acknowledge that: 8.5.1 without prejudice to any other rights and remedies that the parties may have, the parties agree that the Confidential Information is valuable and that damages may not be an adequate remedy Licensors for any breach of the provisions above obligation of Clauses 2.3confidentiality being committed by its personnel, 3.6representatives, 8.1agents and/or Sublicensees, 8.2and any other party that receives Licensors Confidential Information from the Company pursuant to (iv) above, 8.3 as if such breach was committed by the Company itself. For purposes of this Agreement, “Licensors Confidential Information” means any scientific, technical, trade or business information relating to the subject matter of this Agreement designated as confidential or which otherwise should reasonably be construed under the circumstances as being confidential disclosed by or on behalf of the Licensors or its employees, agents, officers and 8representatives to the Company, whether in oral, written, graphic or machine-readable form, except to the extent such information: (i) was known to the Company at the time it was disclosed, other than by previous disclosure by or on behalf of the Licensors or any of its employees, agents, officers and representatives, as evidenced by the Company’s written records at the time of disclosure; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (iii) is lawfully and in good faith made available to the Company by a third party who is not subject to obligations of confidentiality to the Licensors with respect to such information; or (iv) is independently developed by the Company without the use of or reference to the Licensors Confidential Information, as demonstrated by documentary evidence (v) the disclosure of Confidential Information under a subpoena and\or a court order provided that in such case the Company shall disclose Confidential Information to the minimum required extent.