Confidentiality and No Challenge.
6.1.
Except where such disclosures are required by law or the Parties have given consent in writing, the Parties agree to keep confidential and not disclose to any third party: (a) the terms and conditions of this Agreement, (b) any of the negotiations and discussions that preceded its making; and non-public financial information except (i) as is necessary to effectuate any term or provision of this Agreement, including any subsequent litigation to enforce this Agreement; (ii) to either Party’s insurers, as necessary to pursue insurance claims; (iii) to a Party’s accountants or lawyers; (iv) as is reasonably necessary to comply with the Securities and Exchange Commission’s disclosure requirements; (v) to a third party in connection with a due diligence investigation between the third party and the Party seeking to make the disclosure, provided prior to seeing the information, the third party enters into a non-disclosure agreement (“NDA”) with confidentiality terms substantially the same as the terms used to protect the Party’s own financial information; (vi) to existing and potential future investors and/or shareholders of the Party, provided the third parties enter into a NDA as described in (v) above; and (vii) as required by law or court order upon notice to the other Party sufficiently in advance of such disclosure to permit the other Party to seek a protective order.
6.2.
Nothing in this paragraph shall be construed to preclude or prohibit the Parties from being able to publicly acknowledge that they have entered into this license agreement, so long as the terms of this Agreement are not disclosed other than as specifically and expressly permitted herein.
