definiens: means all tangible and intangible techniques, technology, practices, trade secrets, inventions ( whether patentable or not ), methods, knowledge, know - how, conclusions, skill, experience, test data and results ( including pharmacological, toxicological and clinical test data and results ), analytical and quality control data, results or descriptions, software and algorithms received by either Party or its Affiliates from the other Party or its Affiliates pursuant to ( 1 ) this Agreement, ( 2 ) the Confidentiality Agreement, dated as of January 24,2006, by and between ZGEN and [COMPANY] Pharmaceuticals Corporation ( as amended by Amendment No.1 to Confidentiality Agreement, dated January 5, 2007 ), or ( 3 ) Confidential Disclosure Agreement, dated April 19, 2006, by and between [COMPANY] and ZGEN, other than that portion of such information that : ( a ) is publicly disclosed by the disclosing Party, either before or after it becomes known to the receiving Party ; ( b ) was known to the receiving Party, without obligation to keep it confidential, prior to when it was received from the disclosing Party ; ( c ) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential ; ( d ) has been publicly disclosed other than by the disclosing Party and without breach of an obligation of confidentiality with respect thereto ; or ( e ) has been independently developed by the receiving Party without the aid, application or use of Confidential Information, as demonstrated by competent written proof