definiens: means ( a ) with respect to [COMPANY], all tangible embodiments of LicensedTechnology and Licensed Patent Rights ; ( b ) with respect to sanofi - aventis, the identification by sanofi - aventis of a ProposedTarget and the exercise by sanofi - aventis of any Option with respect to an Optioned Target ; and ( c ) with respect to each Party, all information and Technology disclosed or provided by or on behalf of such Party ( the ) to the other Party(the ) or to any of the receiving Party ’s employees, consultants, Affiliates or sublicensees, provided, that, none of the foregoing shall be Confidential Information if : ( i ) as of the date of disclosure, it is known to the receiving Party orits Affiliates as demonstrated by credible contemporaneous written documentation, other than by virtue of a prior confidentialdisclosure to such receiving Party ; ( ii ) as of the date of disclosure it is in the public domain, or it subsequently enters thepublic domain through no fault of the receiving Party ; ( iii ) it is obtained by the receiving Party from a Third Party having alawful right to make such disclosure free from any obligation of confidentiality to the disclosing Party ; or ( iv ) it isindependently developed by or for the receiving Party without reference to or use of any Confidential Information of thedisclosing Party as demonstrated by credible contemporaneous written documentation