definiens: of a Party means such Party ’s Affiliates and its and their officers, directors, employees, agents and advisors . Upon writte n request by the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or, if elected by the Receiving Party, destroy, any Confidential Information of the Disclosing Party in the possession or control of the Receiving Party or its Representatives, provided that the Receiving Party may retain one ( 1 ) copy of such information to be used solely for determining the rights of the Parties hereunder or as required by Applicable Law and may retain copies thereof in its information tech nology systems ( all of which retained Confidential Information will remain subject to the terms and conditions of this Agreement ) . Notwithstanding anything to contrary herein, Confidential Information of the Disclosing Party shall not include any informati on that falls within any of the following exceptions, provided the Receiving Party produces credible written evidence to establish or otherwise establishes that such information : ( 1 ) is or becomes part of the public domain without breach of this Agreement by the Receiving Party or any of its Representatives ; ( 2 ) is independently developed or discovered by or for the Receiving Party without use of or reference to Confidential Information of the Disclosing Party ; ( 3 ) is received from a third party who lawfully acquires such information without an obligation of confidentiality, and without breach of this Agreement by the Receiving Party ; or ( 4 ) was in the Receiving Party ’s possession without an obligation of confidentiality to the Disclosing Party prior to the disclosure by the Disclosing Party