definiens: means all embodiments of Nerviano Licensed IP Rights and all other information disclosed, directly or indirectly, by one Party to the other during the term of this Agreement or prior to the Effective Date, that isidentified as confidential or is customarily regarded as confidential within the pharmaceutical industry, whether disclosed inelectronic, tangible, oral or visual form . Without limiting the generality of the foregoing, [COMPANY] ’s Confidential Informationincludes the Royalty Reports made by [COMPANY] to Nerviano under Article 5 of this Agreement . Confidential Information shallnot include such information that : ( a ) was or becomes generally available to the public other than as a result of anunauthorized disclosure by a Party hereto or any of such Party ’s Affiliates, employees, agents or representatives ; ( b ) was orbecomes available to a Party hereto on a non - confidential basis from a source other than ( in the case of future information ) anyother Party hereto ( or any of such Party ’s Affiliates, employees, agents or representatives ) ; provided that such source was notknown to be bound by any agreement to keep such information confidential or otherwise prohibited from transmitting theinformation by a contractual, legal or fiduciary obligation ; or ( c ) is independently developed by any Party hereto without theuse of or reference to the Confidential Information of the other Party hereto or any of such other Party ’s Affiliates . Informationthat is otherwise Confidential Information and consists of a combination of information shall not be deemed to be in thepublic domain if individual elements of such information are in the public domain, unless the specific combination of thoseelements is also in the public domain