definiens: means allconfidential and proprietary information and materials, patentable or otherwise, in any form ( written, oral, photographic, electronic, magnetic, or otherwise ), including, but not limited to trade secrets, know - how, inventions or discoveries, proprietary information, formulae, processes, techniques, designs, technicalinformation, laboratory and clinical data, patent information, financial and strategic information, marketing andpromotional information and data, and any other material relating to any products, projects or processes of aParty or its Affiliates ( the ) that is provided to, or otherwise obtained by, the other Party orits Affiliates ( the ) in connection with this Agreement or the research, development, manufacturing or commercialization activities undertaken in connection with this Agreement ( includinginformation exchanged prior to the date hereof in connection with the negotiation of this Agreement, includingany information disclosed by a Party pursuant to the Confidential Disclosure Agreement dated as of July 8,2011 between [COMPANY] LLC and [COMPANY], Inc., as amended on July 15, 2011 ) . Notwithstanding theforegoing, information comprising [COMPANY] Technology shall be deemed Confidential Information of KineMedand information comprising Program Technology and information developed in the performance of theCollaboration Program and not comprising [COMPANY] Technology, including without limitation clinical trial dataand information, shall be deemed to be Confidential Information of [COMPANY] . The terms of this Agreement shall bedeemed to be Confidential Information of each Party . Notwithstanding the foregoing, Confidential Informationshall not include any information or materials that : 7.1.1was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time itwas disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise createdindependently by the Receiving Party or its Affiliates by persons without access to the ConfidentialInformation of the Disclosing Party or its Affiliates, as evidenced by written records kept in theordinary course of business, or other documentary proof of actual use by the Receiving Party or itsAffiliates ; 7.1.2was generally available to the public or otherwise part of the public domain at the time of itsdisclosure to the Receiving Party or its Affiliates ; 7.1.3became generally available to the public or otherwise part of the public domain after its disclosureand other than through any act or omission of the Receiving Party or its Affiliates in breach of thisAgreement ; or 7.1.4was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose suchinformation to others