definiens: means ( a ) with respect to [COMPANY], all tangible embodiments of TargaceptTechnology, ( b ) with respect to [COMPANY], all tangible embodiments of [COMPANY] Technology and the ExcludedData and ( c ) with respect to each Party, ( i ) all tangible embodiments of Joint Technology ( other than the ExcludedData ) and ( ii ) all information, Technology and Proprietary Materials ( other than [COMPANY] Technology, AstraZenecaTechnology or Joint Technology ) disclosed or provided by or on behalf of such Party ( the ) to theother Party ( the ) or to any of the receiving Party ’s employees, consultants, Affiliates orSublicensees ( including, by way of example only, information, Technology and, if applicable, Proprietary Materialsregarding an actual or potential future Option Compound provided pursuant to Section 5.10.2 or regarding an ROFNIndication Opportunity provided pursuant to Section 5.10.3 ) ; provided that none of the foregoing shall be ConfidentialInformation if : ( A ) as of the date of disclosure or delivery, it is known to, or in the possession of, the receiving Party orits Affiliates as demonstrated by credible written documentation, other than by virtue of a prior confidential disclosureto such receiving Party ; ( B ) as of the date of disclosure or delivery, it is in the public domain or is otherwise publiclyavailable, or it subsequently enters the public domain or becomes otherwise publicly available through no fault of thereceiving Party ; ( C ) it is obtained by the receiving Party from a Third Party having a lawful right to make suchdisclosure or delivery free from any obligation of confidentiality to the disclosing Party unless disclosed to thereceiving Party by such Third Party at the direction, or with the consent of, the disclosing Party ; ( D ) with respect toany Proprietary Materials, it is supplied by a Third Party without breach of any obligation to the disclosing Party, or(E ) it is independently developed by or for the receiving Party without reference to or use of any ConfidentialInformation of the disclosing Party as demonstrated by credible written documentation . Notwithstanding anythingherein to the contrary, but subject to Section 7.5, ( x ) the terms of this Agreement shall constitute ConfidentialInformation of each Party, ( y ) to the 20extent Joint Technology solely claims or covers one or more Collaboration Candidates, Active+ Compounds, Collaboration Compounds, Candidate Drugs or Products ( other than Terminated Compounds or Products containingTerminated Compounds ) or the Exploitation of one or more Collaboration Candidates, Active+ Compounds, Collaboration Compounds, Candidate Drugs or Products ( other than Terminated Compounds or Products containingTerminated Compounds ), such Joint Technology shall constitute Confidential Information of [COMPANY] and ( z ) tothe extent Joint Technology solely claims or covers one or more Terminated AZ Compounds or the Exploitationthereof, such Joint Technology shall constitute Confidential Information of [COMPANY]