definiens: means all trade secrets or otherproprietary information, including any proprietary data and materials ( whether or not patentable or protectable as atrade secret ), regarding a Party ’s or its licensor ’s technology, products, business, financial status or prospects orobjectives regarding the Licensed Products, which is disclosed by a Party to the other Party . All information disclosedprior to the Effective Date by HPP to Calithera pursuant to the confidentiality agreement between Calithera and HPPdated as of June 24, 2014, the confidentiality agreement between Calithera and HPP dated as of August 12, 2014, asamended on September 30, 2014, or the material transfer agreements between Calithera and HPP, dated September30, 2014 and November 5, 2014 ( collectively, the ) shall be deemed of High Point and all information disclosed prior to the Effective Date by Calithera to High Point pursuantto the Confidentiality Agreements and all results from the Research Program shall be deemed of Calithera . Notwithstanding the foregoing, there shall be excluded from the foregoing definition ofConfidential Information any of the foregoing that : ( a ) either before or after the date of the disclosure to the receiving Party is lawfullydisclosed to the receiving Party by Third Parties without any violation of any obligation to the other Party ; or ( b ) either before or after the date of the disclosure to the receiving Party, becomespublished or generally known to the public through no fault or omission on the part of the receiving Party or its Agents;or ( c ) is independently developed by or for the receiving Party without reference to orreliance upon the Confidential Information as demonstrated by contemporaneous written records of the receivingParty ; or ( d ) is required to be disclosed by the receiving Party to comply with applicableLaws, to defend or prosecute litigation or to comply with governmental regulations or the regulations or requirementsof any stock exchange or securities commission, provided that the receiving Party promptly provides prior notice ofsuch disclosure to the other Party and uses reasonable efforts to avoid or minimize the degree of such disclosure