definiens: shall mean any information disclosed in writing by [COMPANY] or [COMPANY] to the other, and marked by the disclosing Party with the legend or other similar legend sufficient to identify such information as confidential proprietary information ofthe disclosing Party . Neither Party shall use Confidential Information of the other Party except as expressly authorized in this Agreement, and each Party will use diligent efforts to prevent the disclosure of the other Party 's Confidential Information to third parties . Notwithstanding the foregoing, the recipient Party 's obligations under this ARTICLE IX shall not apply to Confidential Information that : ( a ) is disclosed orally ; provided, however, that the recipient Party 's obligations under this ARTICLE IX shall apply to information disclosed orally if such information is reduced to writing and marked with the legend by the disclosing Party within thiny ( 30 ) -19 - days after disclosure thereof or if such information is disclosed oraJJy during any meeting ofthe JRC or board of directors ofVirRx ; ( b ) is in the recipient Party 's possession at the time of disclosure thereof as demonstrated by documentary evidence ; ( c ) is or later becomes part ofthe public domain through no fault of the recipient Party ; ( d ) is received from a third Party hiving no obligations ofconfidentiality to the disclosing Party ; or ( e ) is developed independently by the recipient Party without access to the disclosing Party 's Confidential Information ; 9.2 Compelled Disclosures . Notwithstanding the provisions of Section 9 .1 : ( a ) The recipient Party may disclose the other Party 's Confidential Information to the extent the recipient party is required to do so by Jaw or regulation ; provided, however, that the recipient Party : ( i ) asserts the confidential nature ofthe Confidential Information to the court or agency ; ( ii ) provides prompt written notice to the other Party to enable such other Party to seek a protective order or otherwise prevent disclosure ofsuch Confidential Information ; and ( iii ) reasonably cooperates with the other Party ( at the other Party 's expense ) in protecting against the disclosure or in obtaining a protective order narrowing the scope ofthe compelled disclosure ; and ( b ) [COMPANY] may disclose to lsaint Louiillniversity or ~ cMast ~ University ( as applicable ) the terms of any sublicense provicfed to it byIntrogen pursuant to Section 4.1 ; provided, however, that : ( i ) such disclosure is limited to that which is required by the terms ofan Existing Third - P~ Agreement then in effect ; and ( ii ) before the disclosure, ~aint Loui3University or · ~cMaste!jUniversity ( as applicable ) enters into a confidentiality agreement with [COMPANY] that is at least as protective of [COMPANY] 's Confidential Information as the terms of this Agreement are