definiens: of a Party means ( i ) the existence, terms and pro visions of this Agreement and ( ii ) all other proprietary information and data of a fin ancial, commercial or technical nature that such Party or any of its Affiliates has suppli ed or otherwise made available to the other Party o r any of its Affiliates, which are disclosed in writing, vis ually, electronically or if disclosed orally, summa rized in writing and provided to the other Party within [ * ] after such disclosure . Subject to the terms of th is Agreement, all Licensed Know - How shall be considere d [COMPANY] ’s Confidential Information . All Developed IP shall be considered Iterum ’s Confidential Inform ation . Confidential Information shall not include information that : ( a ) is, at the time of disclosure or becomes, after the time of disclosure, known to the public or part of the public domain through no brea ch of this Agreement by the receiving Party or any Recipients to whom it disclosed such information ; ( b ) was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party ; ( c ) is disclosed to the r eceiving Party on a non - confidential basis by a Third Party who is entitled to disclose it without breaching an y confidentiality obligation to the disclosing Party ; or ( d ) is independently developed by or on behalf of the receiving Party or any of its Affiliates, as eviden ced by its written records, without use of or acces s to the Confidential Infor mation