definiens: means information that the disclosing Party considersconfidential and discloses to the receiving Party for the purpose of this Agreement . Confidential Informationmust be marked or otherwise identified as confidential or proprietary or, under the circumstances surroundingthe disclosure, ought in good faith to be treated as confidential or proprietary . Confidential Information may beconveyed in written, graphical, physical or oral form . Confidential Information may include, without limitation, information concerning the study, discovery, design, research, development, manufacture, formulation, extraction, compounding, mixing, processing, testing, control, preservation, storage, finishing, packing, packaging, use, administration, distribution, sale, reimbursement and/or marketing of pharmaceutical productsor compounds and potential products or compounds, data from and methodology of pre - clinical and clinicalstudies, the contents of any submissions to the U.S. Food and Drug Administration ( together with anysuccessor agency ), marketing plans or computer hardware and software systems and designs and plans forsame . Confidential Information may include confidential or proprietary information of a third party that is in thepossession of a disclosing Party . Confidential Information does not include information that : ( a ) is or hereafterbecomes generally available to the public other than by reason of any default with respect to confidentialityunder this Agreement, ( b ) is hereafter disclosed to such Party by a Third Party rightfully in possession of theConfidential Information and without restriction as to confidentiality or use ( and such disclosure can beproperly demonstrated by the receiving Party ), ( c ) was previously or is hereafter developed by or on behalf ofsuch Party, without reliance on confidential information acquired prior to the date hereof ( and such can beproperly demonstrated by the receiving Party ), ( d ) the receiving Party obtains from a third party, but only forsuch time that the receiving Party reasonably believes in good faith that such information was not obtained bysaid third party, directly or indirectly, from the Disclosing Party under an obligation of confidentiality ; or ( e ) isdeveloped by or for the receiving Party independently of the information provided by the Disclosing Party, asevidenced by the receiving Party ’s corporate records . Confidential Information shall not be deemed to be in, or have come into, the public domain merely because any part of such Confidential Information is embodiedin general disclosures or because individual features, components or combinations thereof are or becomepublicly known . Nothing in this Agreement shall prohibit a Party from disclosing Confidential Information underconfidentiality provisions similar to those in this Agreement, to Third Parties for insurance, consulting, accounting, legal, lending and borrowing, acquisition, investment, divestment or sale and similar purposes, orto any permitted assignee of this Agreement, to the extent considered reasonably necessary to facilitate theassignment . Nothing in this Agreement shall prohibit either Party from disclosing Confidential Informationcomplying with applicable legal or regulatory requirements or a validly issued subpoena, order of a court ofcompetent jurisdiction or other request for information from a governmental agency, seeking disclosure of anyConfidential Information, provided that such Party provides prompt notice thereof to the other Party ( unlesslegally prohibited ) so that such other Party may seek a protective order or other appropriate remedy . SuchParty shall thereafter be entitled to comply with such legal or regulatory requirements, subpoena, court orderor other request for information . The Confidential Information that is disclosed pursuant to the prior twosentences section shall remain Confidential Information for all other purposes of this Agreement . Each ofBayer and Acura recognizes that any violation of this confidentiality provision would cause the otherirreparable harm and agrees that the other Party shall be entitled, in addition to any other right or remedy itmay have, at law or in equity, to an injunction without the posting of any bond or other security, enjoining thedisclosing Party, its Affiliates and their respective officers, directors, employees and agents from anyviolation or potential violation of this Section 7.1 . The terms of this Section 7.1 shall survive any terminationor expiration of this Agreement for five ( 5 ) years, except the obligations with respect to trade secrets shallsurvive indefinitely . Confidential Information disclosed by an Affiliate of a Party to the other Party shall bedeemed to have been disclosed by the Party whose Affiliate disclosed such information