definiens: shall mean with respect to both Parties, any disclosure of the portion of SAFEbody Technology that is strictly confidential such that such disclosure has enabled a Third Party to perform the SAFEbody Technology in a manner substantially similar to ADAGENE and resulted in [COMPANY] ’s competitive advantage in SAFEbody Technology, in each case without regard to the existence, validity or enforceability of any [COMPANY] Patents, committed either under this License Agreement or the MTCA, provided that if su ch Severe Confidentiality Breach was committed under the MTCA and was undisputed or finally decided by dispute resolution, then the Party alleging breach shall not be required to provide notice or be subject to dispute resolution under this License Agreeme nt, and the Automatic Remedy shall be effective and shall apply without any need for such notice or dispute resolution ; provided, however, that ADAGENE shall be free to disclose its SAFEbody Technology as necessary, in the ordinary course of business to se ek patent protection on the SAFEbody Technology and to disclose the SAFEbody Technology to its actual and potential bona fide acquirers and licensees under an obligation of confidentiality at least as restrictive as those confidentiality obligations contai ned in this License Agreement, and provided always that ADAGENE shall be and remain solely and exclusively liable towards ADCT for any Severe Confidentiality Breach by any such acquirers or licensees . In the event of a dispute of such alleged Severe Confid entiality Breach, the Party for which the dispute is finally decided against will reimburse the other Party for all internal and out -of - pocket costs and fees incurred by such other Party in connection with such dispute . Neither Party shall disclose any of its Confidential Information to the other Party that, in the event of an unintended disclosure by the receiving Party, would cause the receiving Party to commit a Severe Confidentiality Breach, unless and until first obtaining the receiving Party ’s express prior written consent, and any such Confidential Information disclosed by a Party to the receiving Party without such express prior written consent shall excuse the receiving Party from its compliance obligation of this Section