in accordance with this Agreement and who are subject to restrictions on use and disclosure at least as restrictive as those set forth in this Agreement, (c) keep confidential the Confidential Information, and (d) except for use in accordance with the licenses and other rights which are expressly granted in this Agreement, refrain from using Confidential Information.
7.4 No License. By disclosing the Confidential Information to the other Party, the disclosing Party does not grant any express or implied rights to the other Party under any patents, copyrights, trademarks, or trade secrets other than the licenses expressly granted herein. Each Party reserves, without prejudice, the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets.
7.5 Judicial and Securities Law Procedures. The receiving Party may, to the extent necessary, disclose the disclosing Partys Confidential Information in accordance with a judicial or other governmental rule, regulation or order, provided that the receiving Party (a) in the case of disclosures other than those required by securities laws, rules, regulations or orders or the rules of any securities exchange or market on which a receiving Partys securities are listed or traded, either (i) gives the disclosing Party reasonable notice (to the extent reasonably practicable and legally permissible) prior to such disclosure to allow the disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information of the disclosing Party an appropriate level of protection afforded under applicable law or regulation and (b) in the case of disclosures required by securities laws, rules, regulations or orders or the rules of any securities exchange or market on which a receiving Partys securities are listed or traded, the receiving Party takes reasonable steps, upon the advice of securities counsel, to limit disclosure of or seek confidential treatment for such Confidential Information.
7.6 Permitted Disclosures. Licensee may, to the extent necessary, use and disclose the Confidential Information of WU (a) to secure governmental approval to clinically test or market a Licensed Product, (b) if applicable, to secure patent protection for an invention within the Patent Rights, (c) to actual or potential Sublicensees or contractors performing services with respect to Licensed Products, and their respective directors, officers, employees, advisors, consultants and subcontractors, provided such actual or potential Sublicensees or contractors first agree in writing to be bound by terms of confidentiality that are at least as restrictive as the terms of confidentiality set forth in this Agreement, (d) to actual or potential investors, lenders or other financing sources, licensees, sublicensees and acquirers, and their respective directors, officers, employees, advisors, consultants and subcontractors, provided such actual or potential investors, lenders or other financing sources, licensees, sublicensees and acquirers first agree in writing to be bound by terms of confidentiality that are at least as restrictive as the terms of confidentiality set forth in this Agreement. Licensee will, in any such event, take all reasonably available steps to maintain the confidentiality of the disclosed WU Confidential Information and to guard against any further disclosure.
8. Representations and Warranties.
8.1 Authority. Each of WU and Licensee represents and warrants to the other of them that (a) this Agreement has been duly executed and delivered and, as of the Effective Date, constitutes a valid and binding agreement enforceable against such Party in accordance with its terms, (b) no authorization or approval from any third party is required in connection with such Partys execution, delivery, or, as of the Effective Date, performance of this Agreement, and (c) as of the Effective Date, the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
8.2 Compliance with Laws. Licensee represents and warrants that it will (a) use the Patent Rights only to exploit the license rights granted in Section 2.1 in accordance with the provisions of this Agreement and with such laws, rules, regulations, government permissions and standards as may be applicable thereto in the Territory and in the Field, and (b) otherwise comply with all laws, rules, regulations, government permissions and standards as may be applicable to Licensee in the Territory with respect to the performance by Licensee of its obligations hereunder.