definiens: of a Party shall mean the terms of this Agreement and all Know - How and otherinformation that is of a confidential and proprietary nature to such Party and that is disclosed to the other Party underthis Agreement . Confidential Information includes Know - How or other information ( whether or not patentable ) regarding aParty ’s technology, products, business information or objectives and reports and audits under Sections 7.8 and 7.9, andall proprietary biological materials ( and data and information associated therewith ) of a Party . Notwithstanding theforegoing, Confidential Information shall not include Know - How or other information that : ( a ) was known or used by the receiving Party or its Affiliates prior to its date of disclosure to the receiving Partyas demonstrated by contemporaneous written records ; or ( b ) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receivingParty or its Affiliates by sources other than the disclosing Party rightfully in possession of such Confidential Informationor other information and not bound by confidentiality obligations to the disclosing Party ; or ( c ) either before or after the date of the disclosure to the receiving Party or its Affiliates is or becomes publishedor otherwise is or becomes part of the public domain through no breach hereof on the part of the receiving Party or itsAffiliates ; or ( d ) is independently developed by or for the receiving Party or its Affiliates without reference to or use of theConfidential Information of the disclosing Party as demonstrated by contemporaneous written records