definiens: means : ( a ) all proprietary information and materi als, patentable or otherwise, of a Party that is disclosed by or on be half of such Party to the other Party pursuant to a nd in contemplation of this Agreement, including, without limitation, biological substances, sequences, form ulations, techniques, methodology, equipment, data, reports, know - how, sources of supply, information disclosed in unpublished patent applications, patent positioning and business plans ; and ( b ) any other information designated by the disclosing Party to the other Party in writi ng as confidential or proprietary, whether or not r elated to making, using or selling a Product . Notwithstanding the for egoing, the term shall n ot include information that : ( w ) is or becomes generally avail able to the public other than as a result of disclo sure thereof by the receiving Party ; ( x ) is lawfully received by th e receiving Party on a non - confidential basis from a Third Party that is not, to the 4 Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission