Confidentiality. Except as set forth in ‎[Section 6.1(c)] below, each party (“Receiving Party”) shall keep confidential and not disclose to any Person (other than its Affiliates and its and its Affiliates’ Representatives), and shall cause its Affiliates and its and its Affiliates’ Representatives to keep confidential and not disclose to any Person, any Confidential Information. Receiving Party shall, and shall cause its Affiliates and its and its Affiliates’ Representatives to, use the Confidential Information solely in connection with Receiving Party’s administration of, and exercising of rights and performance of obligations under, the Transaction Documents (and not for any other purpose). The foregoing obligations shall continue until the later of # the date of termination of this Agreement pursuant to ‎[Section 9.14(a) and (y)])] the date of expiration of the last to expire of the Relevant Obligations.

Confidentiality Obligations. At all times during the Term and for a period of […​…] following termination or expiration hereof in its entirety, each Party shall, and shall cause its Affiliates, or any of its or their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the performance of, or the exercise of such Party’s rights under, this Agreement. Notwithstanding the foregoing, to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 9.2 with respect to any Confidential Information shall not include any Information that:

Section # Confidentiality. Each Party (each a “Recipient Party”) agrees to keep confidential, not to disclose to any Person, and not to use any Confidential Information regarding any other Party (other than disclosure # to such Recipient Party’s agents, accountants, legal counsel, advisors or representatives responsible for matters relating to this Agreement and the Ancillary Documents and who need to know such Confidential Information in order to perform such responsibilities hereunder and thereunder in each case on a confidential basis (each such Person being hereinafter referred to as an “Authorized Representative”) and # to such Recipient Party’s respective Affiliates and each of their respective stockholders, directors, officers, controlling Persons, partners (limited and general), members, managers and employees in each case on a confidential basis (each such Person being hereinafter referred to as an “Authorized IM Representative”)); provided that such Recipient Party or any of its Authorized Representatives or Authorized IM Representatives may make such disclosure to the extent that # the Confidential Information is disclosed in connection with the preparation or filing of such Recipient Party’s tax returns or financial statements, in each case on a confidential basis, # the Confidential Information being disclosed is otherwise generally available to the public, in each case on a confidential basis (except to the extent such disclosure has resulted from a breach of this provision or any other confidentiality restriction), # such disclosure is required by (and only to the extent required by) any governmental body, agency, official or authority having jurisdiction over such Recipient Party, Authorized Representative or Authorized IM Representatives, # such disclosure, based upon the advice of legal counsel of such Recipient Party, Authorized Representative or Authorized IM Representative, is otherwise required by law or statute or # the other Parties hereto have given its prior consent thereto and provided, further, that Legg shall not (and shall not permit any controlled Affiliate to) use any Confidential Information of any other Party disclosed to it, directly or indirectly, to compete with the business of the Company and its Subsidiaries. Prior to making any disclosure described in [clause (iv) of this Section 6.7], each Recipient Party shall notify the other Parties of such disclosure and of such advice of counsel. Each Recipient Party shall use all commercially reasonable efforts to cause each of its Authorized Representatives and Authorized IM Representatives to comply with the obligations of such Recipient Party under this [Section 6.7]. In connection with any disclosure described in [clauses (iii) or (iv) above], the disclosing Recipient Party shall use all commercially reasonable efforts to cooperate with the Party whose Confidential Information is at issue in seeking any protective order or other appropriate arrangement as such Party may request. Notwithstanding the foregoing, nothing in this [Section 6.7] will prevent any Recipient or its Affiliates from # complying with their respective accounting or compliance reporting obligations under applicable law or rule of any Governmental Authority, including any reporting obligations arising under the Exchange Act, as amended, or any obligation to comply with ordinary course regulatory exams not targeted specifically at information relating to the Company or any of its Subsidiaries or # from utilizing Confidential Information to enforce their rights under any contract. This [Section 6.7] shall remain in effect from the date hereof and until the earlier of # such time as this Agreement has been terminated in accordance with Article IX or # the Closing. For the avoidance of doubt, in the event of the termination of this Agreement any confidential information provided by each Party will be governed by the terms of the Confidentiality Agreement with each Party agreeing to be bound by the terms of the Confidentiality Agreement as though originally a party thereto.

Restrictions. Receiving Party will, and will cause its Affiliates and their respective officers, directors, employees and agents to, keep all Disclosing Party’s Confidential Information (including any Confidential Information that constitutes a trade secret) in confidence with the same degree of care with which Receiving Party holds its own confidential information (though no less than reasonable care). Except as expressly provided herein or in the License Agreement, Receiving Party will not use or disclose, and will cause its Affiliates and their respective officers, directors, employees and agents not to use or disclose, during the Term and for a period of ​ years thereafter, Disclosing Party’s Confidential Information, except as provided in Section 6.4.

Obligation; Term. Except to the extent otherwise expressly authorized by this Agreement, the Parties agree that, during the Term and thereafter, each Party (the “Receiving Party”) receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder will: # keep the Disclosing Party’s Confidential Information confidential; # not disclose, or permit the disclosure of, the Disclosing Party’s Confidential Information; and # not use, or permit to be used, the Disclosing Party’s Confidential Information for any purpose other than as expressly permitted under the terms of this Agreement.