definiens: shall mean information, including Technology, relating to the Invention and disclosed by Cornellto LICENSEE during the term of this Agreement, which if disclosed in writing shall be marked, or if first disclosedotherwise, shall within thirty ( 30 ) days of such disclosure be reduced to writing by Cornell and sent to LICENSEE:(b ) LICENSEE shall : ( i ) use the Confidential Information for the sole purpose of performing under the terms of this Agreement ; ( ii ) safeguard Confidential Information against disclosure to others with the same degree of care as it exerciseswith its own data of a similar nature ; ( iii ) not disclose Confidential Information to others ( except to employees, agents or consultants of LICENSEEor its Affiliates or Sublicensees who are bound to LICENSEE by a like obligation of confidentiality ) without the express writtenpermission of Cornell, except that LICENSEE shall not be prevented from using or disclosing any of the ConfidentialInformation that : ( A)LICENSEE can demonstrate by written records was previously known to it ; ( B)is now, or becomes in the future, public knowledge other than through acts or omissions ofLICENSEE ; ( C)is lawfully obtained by LICENSEE from sources independent of Cornell ; ( D)is required to be disclosed by law or a court of competent jurisdiction ; or ( E)is disclosed to a third party who has entered into a written agreement to use and maintain theconfidentiality of Confidential Information in connection with a ( i ) prospective Sublicense,(ii ) a prospective merger or consolidation with or investment in or joint venture withLICENSEE or any Affiliate or Sublicensee, ( iii ) a prospective agreement for the research anddevelopment of a Licensed Product, or ( iv ) a prospective agreement to manufacture, sell, market, or distribute any Licensed Product