Exceptions. Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information set forth in Section 6.2 will not apply to the extent that Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to Receiving Party or any of its Affiliates prior to the time of disclosure other than under an obligation of confidentiality; # is or becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates; # is obtained by Receiving Party or any of its Affiliates without an accompanying obligation of confidentiality from a Third Party under no obligation of confidentiality to Disclosing Party; or # has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the aid, application or use of Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.

Exceptions. The Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information will not apply to the extent that the Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to the Receiving Party or any of its Affiliates prior to the time of disclosure without any obligation of confidentiality with respect to such information; # is or becomes public knowledge through no wrongful act, fault or omission of the Receiving Party or any of its Affiliates; # is subsequently obtained by the Receiving Party or any of its Affiliates from a Third Party not known by the Receiving Party after due inquiry to be under an obligation of confidentiality; # has been independently discovered or developed by employees, subcontractors, consultants or agents of the Receiving Party or any of its Affiliates without the aid, application or use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or # was made public or was otherwise released from the restrictions set forth in this Agreement by express prior written consent of the Disclosing Party.

Exceptions. Notwithstanding the foregoing obligations of confidentiality and restrictions on use, the receiving Party may disclose the disclosing Party’s Confidential Information: # to the receiving Party’s employees, agents, or independent contractors who # have a need to know such Confidential Information to assist the receiving Party or act on its behalf in accordance with the terms of this Agreement; and # are bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in Section 6.1; provided that the receiving Party shall ensure compliance with, and be liable for any breach of, Section 6.1 by any such employees, agents, or independent contractors; # to the extent necessary to comply with a court order or other applicable Law, including regulations promulgated by security exchanges; provided that the receiving Party shall, to the extent legally permissible and practicable, provide prompt notice of such required disclosure to ethe disclosing Party and cooperate, at the other Party’s sole cost and expense, with the disclosing Party’s efforts to obtain a protective order, confidential treatment, or other limitation on such required disclosure; and # to actual or prospective acquirers, licensees (including sublicensees), investors, lenders, and other financial or commercial partners (and to their respective advisors, agents, and representatives) to the extent reasonably necessary for evaluating or carrying out a transaction with such Persons, in each case under written obligations of confidentiality and non-disclosure at least as restrictive as those set forth in Section 6.1.

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.