definiens: of a Party means all Know - How, materials, and otherproprietary scientific, marketing, financial, or commercial information that is : ( a ) disclosed by oron behalf of such Party or any of its Affiliates or otherwise made available to the other Party orany of its Affiliates, whether made available orally, in writing, or in electronic form ; or ( b ) learnedby the other Party pursuant to this Agreement . The existence and terms of this Agreement arethe Confidential Information of both Parties . All information disclosed by or on behalf of a Partyunder the Confidentiality Agreement shall be deemed the Confidential Information of such Partyunder this Agreement . Notwithstanding anything herein to the contrary, but subject to Section13.3(a)(iii ) ( Effect of Termination ), [COMPANY] Know - How that is solely related to a Compound or aLicensed Product will be [COMPANY] ’s Confidential Information