definiens: means ( a ) with respect to [COMPANY], all tangible embodiments of theLicensed Technology that are disclosed by or on behalf of [COMPANY] or its Affiliates to [COMPANY] or its Affiliates(other than Product Technology and [ * * * ] ADC Platform Improvements, in each case regardless of ownership, andJoint ADC Platform Improvements ) ; ( b ) with respect to [COMPANY], ( i ) the identity of the Licensed Target and ( ii ) anyProduct Technology and any [ * * * ] ADC Platform Improvements, in each case regardless of ownership ; and ( c ) withrespect to each Party, any Joint ADC Platform Improvements ( other than Joint [ * * * ] ADC Platform Improvements)and, except as provided above, all information and Technology which is disclosed by or on behalf of such Party ( insuch capacity, the ) or its Affiliates to the other Party ( in such capacity, the ) or its Affiliates hereunder or to any of the Receiving Party ’s or its Affiliates ’ employees, consultants or subcontractors(collectively, ), except ( A ) with respect to clauses ( a ), ( b)(i ) and ( c ) above, to the extent that theReceiving Party can demonstrate by contemporaneous written record or other suitable physical evidence that suchtangible embodiment or information, ( 1 ) as of the date of disclosure is known to the Receiving Party or its Affiliatesother than by virtue of a prior confidential disclosure by or on behalf of the Disclosing Party or its Affiliates to theReceiving Party or its Affiliates ; ( 2 ) is obtained by the Receiving Party or its Affiliates from a Third Party withoutbreach of any duty and without restriction on disclosure to or from the Disclosing Party ; or ( 3 ) is independentlydeveloped by or for the Receiving Party or its Affiliates without benefit of, reference to or reliance upon anyConfidential Information of the Disclosing Party, and ( B ) with respect to clauses ( a ), ( b ) and ( c ) above, to the extentthe Receiving Party can demonstrate by contemporaneous written record or other suitable physical evidence thatsuch tangible embodiment or information as of the date of [COMPANY] / [COMPANY] Confidential Portions of the exhibit, indicated by the mark were omitted and have been filed separately with theSecurities and Exchange Commission pursuant to the Registrant ’s application requesting confidentialtreatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended