definiens: means all embodiments of Nerviano Licensed IP Rights and all other infor mation disclosed, directly or indirectly, by one Party to the other during the Term of this Agreement or prio r to the Effective Date, that is identified as confidential or is customarily regarded as confidential within t he pharmaceutical industry, whether disclosed in elect ronic, tangible, oral or visual form . Without limit ing the generality of the foregoing, [COMPANY] ’s Confidenti al Information includes the Royalty Reports made by [COMPANY] to Nerviano under Article 5 of this Agree ment . Confidential Information shall not include su ch information that : ( a ) was or becomes generally avai lable to the public other than as a result of an un authorized disclosure by a Party hereto or any of such Party ’s Affiliates, employees, agents or representatives ; ( b ) was or becomes available to a Party hereto on a non - confid ential basis from a source other than ( in the case of future information ) any other Party hereto ( or any of such Party ’s Affiliates, employees, agents or represent atives ) ; provided that such source was not known to be bound by any a greement to keep such information confidential or otherwise prohibited from transmitting the informat ion by a contractual, legal or fiduciary obligation ; or ( c ) is independently developed by any Party hereto without the use of or reference to the Confidential Inform ation of the other Party hereto or any of such other Party ’s Affiliates . Information that is otherwise Confiden tial Information and consists of a combination of inform ation shall not be deemed to be in the public domai n if individual elements of such information are in the public domain, unless the specific combination of t hose elements is also in the public domain