Residual Knowledge. Notwithstanding any provision to the contrary set forth in this Agreement, Confidential Information will not include any knowledge, technique, experience, or Know-How that is retained in the unaided memory of any authorized representative of the receiving Party after having access to such Confidential Information (“Residual Knowledge”). Any use made by the receiving Party of any such Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at its sole risk.

Residual Knowledge Exception. Notwithstanding any provision of this Agreement to the contrary, Confidential Information will not include Residual Knowledge. Any use made by the Receiving Party of Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at its sole risk.

“Residual Knowledge” means knowledge, techniques, experience and Know-How that are # reflected in any Confidential Information owned or Controlled by the Disclosing Party and # retained in the unaided memory of any authorized representative of the Receiving Party after having access to such Confidential Information. A Person’s memory will be considered to be unaided if the Person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. In no event, however, will Residual Knowledge include any knowledge, techniques, experience and Know-How to the extent (at any time, for such time) within the scope of any valid patent claim owned or Controlled by the Disclosing Party.

“Residual Knowledge” means knowledge, techniques, experience and Know-How that are # included in any Confidential Information owned or Controlled by the Disclosing Party and # retained in the unaided memory of any employee or representative of the Receiving Party as part of a body of knowledge that is not limited to such Confidential Information, after having authorized access to such Confidential Information, provided that such employee or representative has not accessed any written or electronic records or other embodiments of any Confidential Information of the Disclosing Party for use of such Confidential Information outside of this Agreement. A person’s memory will be considered to be unaided if the person # has not made any effort to memorize or assist the recollection of the Confidential Information for the purpose of retaining and subsequently using or disclosing it, # is not relying on the external records, documents or embodiments of the Disclosing Party’s Confidential Information, or notes taken on the foregoing and # is not knowingly disclosing what such person knows to be the Confidential Information of the Disclosing Party. In no event, however, will Residual Knowledge include any knowledge, techniques, experience and Know-How to the extent (at any time, for such time) within the scope of any Patent Right owned or Controlled by the Disclosing Party.

Residual Knowledge Exception. Notwithstanding any provision of this Agreement to the contrary, and subject to the terms and conditions of any pre-existing exclusive license granted by either Party to one or more Third Parties, Confidential Information will not include Residual Knowledge. Any use made by the Receiving Party of Residual Knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at its sole risk. Notwithstanding the foregoing, nothing in this [Section 12.4] shall # affect the obligations of either Party with respect to confidentiality obligations of Confidential Information under Article XII; # constitute, or be deemed to result in, a license under any Technology or other intellectual property right; or # affect any other rights or remedies a Party may have under this Agreement or otherwise.