definiens: shall, subject to Section 10.3, mean any and all data, results, know - how, plans, business information and other Information, whether oral or in writing or in any other form, disclosed before, on or after the Effective Date by one Party to the other Party, including the terms of this Agreement . For the avoidance of doubt, the [COMPANY] Background Technology and reports delivered by [COMPANY] to [COMPANY] hereunder are hereby deemed to constitute Confidential Information of [COMPANY], [COMPANY] Background Technology and reports delivered by [COMPANY] to [COMPANY] hereunder are hereby deemed to constitute Confidential Information of [COMPANY] and Research Results and Research Improvements are hereby deemed to constitute Confidential Information of both Parties . At all times during the term of this Agreement and for a period of ten ( 10 ) years following termination or expiration hereof, each Party ( the ) shall, and shall cause its officers, directors, employees, agents and Affiliates and shall require its Sublicensees to, keep confidential and not publish or otherwise disclose and not use, directly or indirectly, for any purpose, any Confidential Information provided to it by the other Party ( the ), except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary for the performance of this Agreement