2. The Receiving Party shall maintain Confidential Information received pursuant to this Letter in confidence with the same degree of care as the Receiving Party uses to protect its own Confidential Information and not disclose the same to any third party other than to its affiliates and its and their respective directors, employees, officers, and advisors (hereinafter called “Representatives”) who need to know the same for the Purpose. Such Representatives agree to assume all rights and obligations hereunder as if they were a party hereto. The Receiving Party shall be fully liable for any breach of this Letter by any of such Representatives. The Receiving Party and its Representatives shall use the Confidential Information exclusively for the Purpose. The foregoing obligation of confidentiality by the Receiving Party shall not apply to any information that:
(i) is on the date of its disclosure to the Receiving Party or any of its Representatives or thereafter enters into the public domain other than as a result of disclosure by the Receiving Party or any of its Representatives in breach of this Letter; or
(ii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source has the right to disclose such information and is not prohibited by a confidentiality letter with or other contractual, legal or fiduciary obligation of non-disclosure to the Disclosing Party or to another third party; or
(iii) is required to be disclosed by any applicable law, regulation, government order or order of any competent court or tribunal, the rules and regulations of any applicable stock exchange or pursuant to any inquiry by any competent governmental, official or regulatory body; or
(iv) can be demonstrated by the Receiving Party to have been developed by the Receiving Party independently of and without reliance on the Confidential Information received hereunder.