definiens: sha ll mean ( 1 ) information acquired by Licensee pursuant to Article II Paragraph H ; ( 2 ) information disclosed to CMCC pursuant to Article II Paragraph K, Article III Paragraphs B, C and Article V Paragraphs C, D, E or ( 3 ) other information relevan t to this Agreement that the disclosing Party marks as confidential upon disclosure to the receiving Pa rty . The Parties agree not to disclose the other Pa rty ’s Confidential Information to any third - party without the prior written consent of such other Party, and to use such Confidential Information only as necessary to fulfill its obligations, or comply with any law s or in the reasonable exercise of rights granted to it under this Agreement . Furthermore, either Party may disclose Confidential Information of the other Part y to ( a ) its Affiliates, and to its and their offic ers, directors, employees, consultants, and agents in ea ch case who have a specific need to know such Confidential Information and who are bound by a lik e obligation of confidentiality and restriction on use, or ( b ) to the extent such disclosure is requir ed to comply with applicable law or regulation or t he order of a court of competent jurisdiction, to defe nd or prosecute litigation or to comply with the rules of the U.S. Securities and Exchange Commissio n, any stock exchange or listing entity ; provided, however, that the receiving Party provides prior written no tice of such disclosure to the disclosing Party, to the extent legally permissible, and takes reason able and lawful actions to avoid or minimize 24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOU LD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED