definiens: means, in the case of [COMPANY], [COMPANY] Know - How, and other business and technical information regarding [COMPANY] and its Affiliates, including information relating to technologies, compounds and products ( other than Products ), whether in development or Commercialized, or the use, manufacturing or Commercialization for any of the - 3 -B4276377.3 foregoing, or related clinical or regulatory affairs, and [COMPANY] 's processes and procedures, and financial and other business information regarding [COMPANY] and its Affiliates, in each case to the extent such information has been disclosed to TMC by or on behalf of [COMPANY] prior to or during the Term for the purposes described in this Agreement or the purposes of [COMPANY] and its Affiliates providing facilities or services to TMC ( ), and in the case ofTMC, business and technical information regarding TMC and its Affiliates, limited to ( i ) information included in TMC 's annual development activity reports, ( ii ) agreements between TMC and Sublicensees, ( iii ) financial information regarding Net Sales of Products and payments due to TMC regarding Third Party Products, and ( iv ) data and information developed by or on behalf ofTMC after the Effective Date regarding the PTH Product or any other Product, in each case to the extent such information has been disclosed to [COMPANY] by or on behalf ofTMC during the Term for the purposes described in this Agreement ( ), and in each case, which information is owned or Controlled by a Party hereto or any of its Affiliates or generated pursuant to this Agreement ; provided, however, that Confidential Information will not include information which : ( a ) is or becomes part of the public domain through no breach of this Agreement ( or any other agreement between TMC and [COMPANY] or its Affiliates ) by the recipient or any of its Affiliates and through no breach of any agreement between individual TMC employees and [COMPANY] or its Affiliates which breach occurs any time after August 1, 2006 ( provided that it is understood that TMC will in no event be liable to [COMPANY] with respect to any breach of a prior agreement between individual TMC employees and [COMPANY] or its Affiliates ) ; ( b ) is known by the recipient or any of its Affiliates ( without an obligation to keep such information confidential ) prior to the disclosure thereof by the disclosing Party as demonstrated by the recipient 's written records ; ( c ) becomes available to the receiving Party or its Affiliates on a nonconfidential basis, whether directly or indirectly, from a Third Party who has the right to make such disclosure ; ( d ) is independently developed by employees of the recipient who did not have knowledge of or access to any of the Confidential Information of the disclosing Party ( as Confidential Information is defined without reference to this subsection ( d ) )