definiens: as defined below . For the avoidance of doubt the provisions of this SECTION do not apply to LicensedInformation, the confidential treatment of which is governed by SECTION 3.2 above . means : ( a ) the terms of this Agreement ; ( b ) a part ’s royalty reports hereunder to the other party ; ( c ) anycommunication, written or otherwise, ( and any information contained therein ) between the parties or between a partyand any Regulatory Authority or the FDA concerning the Phase III Trial, an Adverse Drug Experience or thepreparation, filing or review of an MA ; ( d ) any information or communication, written or otherwise, concerning theprosecution, prosecution strategy, defense, or assertion of the Licensed Patents, including the content of allcommunication under ARTICLES VI and VII ;, ( e ) all information obtained by a party from inspection of the otherparty ’s books and records pursuant to this Agreement ; and ( f ) the minutes and records of the JSC and itsrecommendations . During the term of this Agreement, and at all times thereafter, the receiving party must maintainthe Confidential Information in confidence, and may not disclose, divulge or otherwise communicate it or any portionof it to any third party, except to its directors, officer, employees, agents, investors, potential investors, acquirers, potential acquirers, licensees, potential licensees, advisors ( accounting, legal and investment banking ) andprospective assigns who are bound by like terms of confidentiality, nor use it for any purpose, except pursuant to, andin order to carry out, the terms and objectives of this Agreement, or to assert or enforce its rights or the other party’sobligations under this Agreement . The receiving party further agrees to exercise every reasonable precaution toprevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees and agents . The provisions of this SECTION 11.8 do not apply to Confidential Information that : ( a ) at thetime of receipt by a party, was independently known to that party from a source other than the other parties to thisAgreement or anyone acting on behalf of any of them ; ( b ) at the time a party uses it or discloses it to a third party, isgenerally known to the public through no fault of that party ; ( c ) at the time a party uses it or discloses it to a thirdparty, has been made available free of any obligations of confidentiality to the receiving party by a third party havingthe lawful right to do so without breaching any obligation of nonuse or confidentiality ; or ( d ) is shown by competentdocumentary evidence to have been independently developed by the receiving party . The provisions of Subsections3.2.3 through 3.2.5 are incorporated herein by this reference, but as applied to Confidential Information disclosed byone party to another hereunder, mutatis mutandis . Confidential Information will be deemed to be owned by the partywho disclosed it