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.

Certain Exceptions. Notwithstanding anything to the contrary set forth above, if, with respect to any particular transaction(s), it is impossible or impracticable under the circumstances to comply with the procedures set forth in subsections [(a) and (b) of this Section 5.7] (including the time periods specified therein), the Parties will cooperate to find a mutually agreeable alternative that will achieve substantially similar economic results from the point of view of the Paying Party or the Other Party, as the case may be; provided, however, that if a Receiving Party cannot comply with the procedures set forth in subsection # of this Section 5.7 because it does not become aware of a Receipt on behalf of the Other Party in time, such Receiving Party shall remit such Receipt (without interest thereon) to the Other Party within 24 hours after it becomes aware of such Receipt.

Certain Exceptions. The limitations set forth in [Section 10.4(a)(i)] and [Section 10.4(a)(ii)] shall not apply to or otherwise limit # the ability of Buyer to recover any Losses under the Representation and Warranty Insurance Policy, or # the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any Fraud by any Seller.

Certain Exceptions. The limitations set forth in [Section 10.4(b)(i)] and [Section 10.4(b)(ii)] shall not # apply to or otherwise limit the indemnification obligations of Buyer with respect to any Losses of the Seller Indemnified Parties resulting from, in connection with or arising from Fraud by the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco or Motus, # the breach by Buyer of one or more Selected Buyer Representations, or # apply to any Losses incurred by Sellers as a direct or indirect result of a Buyer (whether due to a Third-Party Claim or otherwise) or other Person (other than by any Person claiming by, on behalf of or through Sellers or any of their Affiliates, including any creditor or equity holder thereof) preventing Sellers from receiving and/or retaining the entire Purchase Price required to be paid hereunder; provided, that, for the avoidance of doubt, # this [Section 10.4(b)(iii)(C)] only relates to indemnification obligations of the Buyer under [Section 10.2(a), and (2)])] any amounts required to be paid by the Sellers pursuant to Section 10.1 and any adjustments required to derive the Purchase Price under Article II shall not be deemed to prevent Sellers from receiving or retaining the entire Purchase Price.

Whistleblower Exceptions. Executive understands and acknowledges that nothing contained in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any federal, state or local governmental agency or commission, or communicating with or otherwise participating in any investigations or proceedings that are protected under the whistleblower provisions of federal law or regulation. Executive shall not be required to provide notice to ​ of, or receive prior authorization from ​ for, any such communications or disclosures. This Agreement does not limit Executive’s right to receive an award for information provided to any such governmental agency or commission.

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 Release; # 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 Release is executed.

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under [Sections 3(a) and 3(b)])] above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows: