premise: The Receiving Party hereby agrees with and undertakes to the Disclosing Party, on behalf of itself and all persons to whom disclosure by it is permitted within the terms of this Agreement, that, subject as herein described, all Confidential Information, howsoever acquired or received by the Receiving Party: 2.1 shall not be used for any purpose other than the Permitted Purpose; and 2.2 shall be held strictly confidential, using commercially reasonable methods, and shall not be divulged directly or indirectly or otherwise made available in whole or in part to any third party without the prior written consent of the Disclosing Party provided that the Receiving Party may without such approval disclose such Confidential Information; (a) to an Affiliate of the Receiving Party directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose.  For the purposes of this Agreement “Affiliate” shall mean any holding company or subsidiary company of the holding company and “subsidiary” shall have the meanings respectively ascribe thereto by Section 736 of the Companies Act 1985 (and includes a subsidiary undertaking as defined in Section 258 of the Companies Act 1985); or (b) to any governmental or regulatory authority having a right to require the same or to any recognised Stock Exchange, in compliance with the rules and regulations thereof or to the extent required by law (provided that the Receiving Party shall prior to such disclosure inform the Disclosing Party in writing of such requirement (including a confirmation that the Disclosing Party’s legal advisers’ opinion is that such disclosure is required) and shall disclose only such Confidential Information as is necessary to comply therewith); or