definiens: shall mean any technical, business or information provided by or on behalf of one Party to the other Party, including i nformation relating to the terms of this Agreement, any Licensed Compound, or any Licensed Product ( includi ng the Regulatory Documentation and any Regulatory Data ), any Development or Commercialization of any Licensed Compound or any Licensed Product, any Know -How developed by or on behalf of the disclosing Par ty or its Affiliates ( including Licensee Know - How a nd Licensor Know - How, as applicable ), or the scientifi c, regulatory or business affairs or other activiti es of either Party . Notwithstanding the foregoing, the Parties a cknowledge the practical difficulty of policing the use of information in the unaided memory of the receiving Party or its officers, directors, employees, and ag ents, and as such each Party agrees that the receiving Party sha ll not be liable for the use by any of its officers, directors, employees, or agents of specific Confidential Infor mation of the disclosing Party that is retained in the unaided memory of such officer, director, employee or agent ; provided that ( a ) such officer, director, employee, or agen t is not aware that such Confidential Information is the confidential information of disclosing Party at the time of such use ; ( b ) the foregoing is not intended to gran t, and shall not be deemed to grant, the receiving Party, its Affiliates, or its officers, directors, employees, and agents ( i ) a right to disclose the disclosing P arty ’s Confidential Information, or ( ii ) a license under a ny Patents or other intellectual property right of the disclosing Party ; and ( c ) such officer, director, employee, or agent has not intentionally memorized such Confide ntial Information for use outside this Agreement . Notwith standing the foregoing, the confidentiality and non -use obligations under this Section 9.1 with respect to any Confidential Information shall not include any portion of such Confidential Information that : 9.1.1 is or hereafter becomes part of the public domain b y public use, publication, general knowledge or the like through no wrongful act, faul t or negligence on the part of the receiving Party ; 9.1.2 can be demonstrated by documentation or other compe tent proof to have been in the receiving Party ’s possession prior to disclosure by the discl osing Party without any obligation of confidentiali ty with respect to such information ; 9.1.3 is subsequently received by the receiving Party fro m a Third Party who is not bound by any obligation of confidentiality with respect to such information ; 9.1.4 has been published by a Third Party or otherwise en ters the public domain through no fault of the receiving Party in breach of this Agreement ; or Specific terms in this exhibit have been redacted b ecause confidential treatment for those terms has b een requested . These redacted terms have been marked in this exhibit with three asterisks [ * * * ] . An unreda cted version of this exhibit has been separately filed w ith the Securities and Exchange Commission