Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

Exceptions. The Ownership Level requirements set forth in this Section are subject to such exceptions as the Compensation Committee of the Board of Directors may grant in its sole discretion if compliance with this Section would create a severe hardship for Executive or would prevent Executive from complying with a court order (e.g., as part of a divorce settlement).

Exceptions. THE EXCLUSION OF LIABILITY SET FORTH IN SECTION 10.2 DOES NOT APPLY TO # THE FAILURE OF THE COMPANY TO PAY THE SERVICE FEE OR OTHER DIRECT COSTS DUE UNDER THIS AGREEMENT, # INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 9 (INDEMNITIES), # BREACHES OF ARTICLE 7 (CONFIDENTIALITY), # LIABILITY RESULTING FROM THE GROSS NEGLIGENCE, FRAUD OR WILLFUL OR CRIMINAL MISCONDUCT OF A PARTY, OR # THE

Exceptions. The obligations of Recipient under Section 9.1(b) shall not apply to any Confidential Information of the Discloser which the Recipient can demonstrate:

Exceptions. Notwithstanding the foregoing, a Party may use and disclose Confidential Information (including any Denali Confidential Information or ​ Confidential Information) as follows:

Exceptions. Confidential Information of the Disclosing Party shall not include information that the Receiving Party can demonstrate by competent evidence: # was in the public domain at the time of disclosure by the Disclosing Party; # later became part of the public domain through no act or omission of the Receiving Party in breach of this Agreement; # is lawfully disclosed to the Receiving Party on a non-confidential basis by a Third Party having the right to disclose it; or # was already known by the Receiving Party at the time of receiving such information from the Disclosing Party, as evidenced by the Receiving Party’s pre-existing written records.

Exceptions. The provisions of paragraphs [(b) and (c) above] will not be deemed to prohibit any disclosure that is required by law or court order, provided that Employee has not intentionally taken actions to trigger such required disclosure and the Company is given reasonable prior notice and an opportunity to contest or minimize such disclosure.

Exceptions. The obligations set forth in Section 13(a) shall not apply to any portion of the Confidential Information that the receiving Party can demonstrate by legally sufficient evidence: # now or hereafter, through no act or failure to act on the part of the receiving Party, is or becomes generally available; # is known to the receiving Party at the time of receiving such Confidential Information and not subject to an obligation of confidentiality to a Third Party; # is hereafter furnished to the receiving Party by a Third Party as a matter of right (and without violating any agreement with the disclosing Party) without restriction on use or disclosure; or # is independently developed by the receiving Party without use of any Confidential Information received from the other Party. In addition, each receiving Party may disclose Confidential Information to the extent such disclosure is reasonably necessary to prosecute or defend litigation, to comply with applicable law or regulation or the rules of any securities exchange or other trading market on which such Party's securities are listed, to protect intellectual property rights, to obtain necessary or desirable regulatory approvals, to respond to a valid order of a court or other governmental body or any political subdivision thereof, or to conduct preclinical or clinical trials, provided that, other than with respect to disclosure for protecting intellectual property rights, the receiving Party shall use reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Seller Cure Exceptions. The definition of “Seller Cure Exceptions” shall be deleted in [Section 1.1] of the Agreement and replaced with the following:

Exceptions to Release. Executive does not waive or release # any Claims under applicable workers' compensation or unemployment laws; # any rights which cannot be waived as a matter of law; # the rights to enforce the terms of this Agreement; # any Claim for indemnification Executive may have under applicable laws, under the applicable constituent documents (including bylaws and certificates of incorporation) of any of the Companies, under any applicable insurance policy any of the Companies may maintain, or any under any other agreement he may have with any of the Companies, with respect to any liability, costs or expenses Executive incurs or has incurred as a director, officer or employee of any of the Companies; # any Claim Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and any of the Companies are jointly liable; # any Claim to his vested account balance under ​ Income Savings Plan or ​ Supplemental Income Savings Plan or to coverage under the Company's health and welfare plans in accordance with the terms thereof through the Termination Date or # any Claim that arises after the date this Agreement is executed.