definiens: : shall mean the first use by GHI or a GHI Affiliate of Database Information or a proprietary cDNA Clone obtained from [COMPANY] hereunder, in each case which at the time of such use is either included in the [COMPANY] Know - How or the [COMPANY] Patent Rights, and provided that such first use by GHI meets any or all of the following criteria : ( a ) GHI uses such cDNA Clone from the LifeSeq ® Database Product(s ) which contains DNA Sequence Informati on that partially or completely codes for a Gene / Gene Derivative to test as a marker for a disease, state or condition ; or ( b ) GHI uses such cDNA Clone or sequence from the LifeSeq ® Database Product(s ) which contains DNA Sequence Informati on that partially or completel y codes for a Gene to synthesize or have synthesized a peptide or polypeptid e or protein or oligonucleotide or antibody to test as a marker for a disease, state or condition ; or ( c ) such Database Information or such cDNA Clone which contains the Database Information is disclosed or otherwise transferred to a third party including but not limited to consultant s and GHls ; but not including consultants of GHI that ( i ) are individuals who primarily work on site at GHI or GHI 's Affiliate(s ) facilities and ( ii ) have entered into a confidentiality agreement with GHI or GHl 's Affiliate(s ) on terms substantially similar to the terms contained in GHI 's form Consultant Confidentiality Agreement, attached hereto as Exhibit C ; or Cd ) such Database Information is specifically disclosed in a GHI patent or patent application provided, however that ifGHI and/or a GHI Affiliate has independently discovered, developed and/or acquired from an unaffiliated third party ( in each case without use of [COMPANY] Technology and as documented by GHI 's, and/or a Page 9 CONFIDENTlAL TREATMENT GHI Affiliate 's, the public domain 's and/or such unaffiliated third party 's tangible records generated at the time of such discovery, development or acquisition ) the same sequence information and/or other information with respect to a specific Gene as is contained in the LifeSeq ® Database Products, GHI 's and GHI Affiliates ' use or disclosure of such independently discovered, developed or acquired information shall not constitute