definiens: means, with respect to a PARTY hereto, information marked as,, or other equivalent designation that such PARTY ( the ) provides to the other PARTY ( the ), andreasonably considers to be of a confidential, proprietary or trade secret nature, including financial statements and projections, technical reports, royaltyreports, SUB - LICENSEE information, customer and supplier information, research, designs, plans, compilations, methods, techniques, processes, procedures, clinical data and know - how, whether in tangible or intangible form . The terms and conditions of this LICENSE shall be INFORMATION of thePARTIES ; as between the PARTIES, the COMMERCIAL DEVELOPMENT PLAN at Exhibit E hereto, each SUB - LICENSE AGREEMENT ( including itsSchedules and Exhibits ), any related agreements, and any reports or notices provided hereunder or thereunder, shall be INFORMATION of LICENSEE, whether or not marked as set forth above . Notwithstanding the foregoing, INFORMATION of a PARTY shall not include information that the RECIPIENTcan establish by records : ( a ) is within the public domain prior to the time of receipt by the RECIPIENT or thereafter becomes within the public domain otherthan as a result of disclosure by the RECIPIENT or any of its representatives in violation of this LICENSE ; ( b ) was, on or before the date of disclosure, in the possession of the RECIPIENT ; ( c ) is acquired by the RECIPIENT from a THIRD PARTY having the right to disclose without burden of confidentiality ; or ( d ) is hereafter independently developed by the RECIPIENT