definiens: means any proprietary information anddata received by a party or its Affiliates ( the ) from theother party or its Affiliates ( the ) in connection with thisAgreement ( including, without limitation, any research, testing, clinical, 3 < PAGE > regulatory, marketing or other scientific or business information, plans, ordata pertaining to any Collaboration Product or Opt - out Product of theDisclosing Party ) . Notwithstanding the foregoing, Confidential Information shallnot include any part of such information or data that : ( a ) is or becomes part of the public domain other than by unauthorized acts of the Receiving Party or its Affiliates ; ( b ) can be shown by written documents to have been already in the possession of the Receiving Party or its Affiliates prior to disclosure under this Agreement, provided such Confidential Information was not obtained directly or indirectly from the Disclosing Party under an obligation of confidentiality ; ( c ) can be shown by written documents to have been disclosed to the Receiving Party or its Affiliates by a Third Party, provided such Confidential Information was not obtained directly or indirectly from the Disclosing Party under an obligation of confidentiality ; or ( d ) can be shown by written documents to have been independently developed by the Receiving Party or its Affiliates without use of, or access to, Confidential Information of the Disclosing Party