definiens: shall mean any and all proprietary orconfidential information of TSRI or Licensee that such party ( the ) discloses to the other party ( the ) at any time and from time to time during the term of this Agreement . In addition, Confidential Informationof a party shall include any and all proprietary or confidential information of such party that it disclosed to the other partyprior to the Effective Date pursuant to the Option Agreement or the MTA . Without limiting the generality of the foregoing, the ( as such term is defined in the MTA ) shall be considered Confidential Information of Licensee ( except asotherwise provided in the second sentence of Section 1 of that certain Agreement Regarding Assignment of Results andTermination of Materials Transfer Agreement between TSRI and Licensee dated as of the Effective Date ( ) . This Agreement, including its terms and conditions, shall be considered Confidential Information of bothparties . Information shall not be considered confidential to the extent that the receiving party can establish by competentproof that it : ( a ) Is publicly disclosed through no fault of the receiving party, either before or after it becomesknown to the receiving party ; or ( b ) Was known to the receiving party prior to the date of this Agreement, which knowledge wasacquired independently and not from the disclosing party ( or such party ’s employees ) ; or ( c ) Is subsequently disclosed to the receiving party in good faith by a third party who is not under anyobligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving party ; or ( d ) Has been published by a third party as a matter of right