definiens: means all proprietary, non - public Intellectual Property andother information, including, but not limited to, proprietary information and materials ( whether or not patentable ) regardinga Party ’s technology, products, business information or objectives, that is communicated in any way or form by such Party(a ) to the other Party ( a ), and all copies thereof made, in whole or in part, by theReceiving Party in any form . Notwithstanding the foregoing, the term shall not include anyinformation of a Disclosing Party that : ( a ) was already known by the Receiving Party, other than under an obligation ofconfidentiality, at the time of disclosure by the Disclosing Party ; ( b ) was generally available to the public or otherwise partof the public domain at the time of its disclosure to the Receiving Party ; ( c ) became generally available to the public orotherwise part of the public domain after its disclosure to the Receiving Party and other than through any act or omission ofthe Receiving Party in breach of this Strategic Alliance Agreement or any Transaction Agreement ; ( d ) was subsequentlylawfully disclosed to the Receiving Party by a Third Party on a non - confidential basis ; ( e ) can be shown by written recordsof the Receiving Party to have been independently developed by the Receiving Party without reference to the ConfidentialInformation of the Disclosing Party, and without breach of any of the provisions of this Strategic Alliance Agreement orany Transaction Agreement ; or ( f ) is information that the Disclosing Party has specifically agreed in writing that theReceiving Party may disclose . The existence and terms of each of the Transaction Agreements, the transactions describedthereby and the performance of any Party ’s rights or any Party ’s obligations under them shall be considered theConfidential Information of both of the Parties for which each of the Parties are deemed to be the Disclosing Party