reasonably necessary to fulfill its obligations or exercise its rights under this Agreement and provided that any party receiving disclosure has agreed to an obligation of confidentiality and prohibition on use at least as protective as this Article 10. In no event shall Licensee or anyone receiving Confidential Information from Licensee use such Confidential Information in any manner detrimental to Children’s, its Affiliates or its respective rights. Technical Information shall be deemed the Confidential Information of Children’s regardless of whether marked as such. Children’s has the right to disclose Confidential Information received from Disclosing Party to its Affiliates, agents and independent contractors and their respective employees under an obligation of confidentiality at least as stringent as provided for herein. Licensee remains liable for the compliance of its sublicensees, subcontractors and any other party receiving Confidential Information from Licensee.
10.2 Exceptions. Confidential Information does not include any information or material that Receiving Party evidences:
10.2.1 by adequate written records that it knew or possessed prior to its receipt from Disclosing Party;
10.2.2 is in the public domain through no act or omission of the Receiving Party or anyone accessing Confidential Information therefrom;
10.2.3 is subsequently lawfully disclosed to Receiving Party by a third party free of any obligations of confidentiality; or
10.2.4 by adequate and contemporaneous written records is independently developed by employees of the Receiving Party or its Affiliates without knowledge of or access to the Confidential Information.
Confidential Information specific to particular products or circumstances shall not be deemed to be within the exceptions stated in Section 10.2 merely if embraced by general disclosures regarding other products or circumstances. A combination of features shall not be deemed to be within the foregoing exceptions merely if the individual features of such combination qualify.
10.3 Permitted Disclosure. If Receiving Party is required by law, regulation or court order to disclose the Confidential Information, it shall have the right to do so provided that Receiving Party provides prior written notice to Disclosing Party of such requirement and reasonably assists Disclosing Party in its efforts to obtain a protective order or other remedy of Disclosing Party’s election.
EXPIRATION & TERMINATION
11.1 Expiration. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, shall expire, on a Licensed Product-by-Licensed Product and country-by-country basis on the expiration of the Royalty Term for such Licensed Product in such country (the “Term”).
11.2.1 Licensee may terminate this Agreement for convenience at any time after the second (2nd) anniversary of the Effective Date by giving written notice to Children’s at least **** prior to the effective date of termination.