definiens: means all non - public proprietary Intellectual Pro perty Controlled by a Party or other non - public information ( whether or not patent able ) regarding a Party ’s or its Affiliates ’ activi ties and such Party ’s and its Affiliates ’ technology, products, b usiness information and objectives that is disclose d by a Party to the other Party or that the other Party obtains by access to or inspection of such Party ’s operatio ns, facilities, materials or other items of a Party that are availa ble to such other Party, in each case in the course of performing its obligations or, exercising its rights under thi s Agreement, and that are marked as or with a similar marking by the disclosing Party prior to or at the time of such disclosure . Notwithstanding th e foregoing, Intellectual Property or other non - public informati on that is orally, electronically or visually discl osed by a Party without a written designation of confidentiality wi ll constitute Confidential Information of a Party : ( a ) if the disclosing Party, within [ * * * ] after such disclosur e, delivers to the other Party a written document s ummarizing the Intellectual Property or other information, des ignating the same as confidential or ( b ) if such in formation is of the type that is customarily considered to be co nfidential information by Persons engaged in activi ties that are substantially similar to the activities being engag ed in by the Parties . Notwithstanding the foregoing, ( i ) any technical or business information of a Party or its Affiliates disclosed at a meeting of the JDC or JP C will constitute Confidential Information of a Party unle ss otherwise specified in writing and ( ii ) any Spec ified Confidential Information will, during the Developme nt Period ( or, if applicable, until the end of the Exercise Period ) be deemed the Confidential Information of b oth Parties ( with each of Shattuck and [COMPANY] considered the Receiving Party and the Disclosing P arty, and clauses ( A ) and ( D ) of the second followi ng sentence will not apply to such Specified Confident ial Information ), and, after the Development Period ( or, if applicable, the Exercise Period ), in the event ( y ) [COMPANY] is not granted a DM Exclusive License or SM Exclusive License, as applicable, with respect to t he applicable Molecule, the Specified Confidential Information relating to such Molecule will be deemed the Confid ential Information of Shattuck and not [COMPANY] a nd ( z ) [COMPANY] is granted a DM Exclusive License or SM Exclusive License with respect to such Molecule, the Specified Confidential Information relating to such Molecule will thereafter be deemed the Confidentia l Information of [COMPANY] and not Shattuck, subject to the terms of the applicable License Agreement ( including terms which provide that Specified Confi dential Information will be deemed Confidential Inf ormation of Shattuck in the event of certain termination eve nts ) . The terms of this Agreement will constitute C onfidential Information of both Parties . does not include information that ( A ) was known o r used by the receiving Party prior to its date of di sclosure to the receiving Party, as demonstrated by competent and contemporaneous written records ; ( B ) either bef ore or after the date of the disclosure to the rece iving Party is lawfully disclosed to the receiving Party by sou rces ( other than the disclosing Party ) rightfully i n possession of the Confidential Information and not bound by confi dentiality obligations to the disclosing Party ; ( C ) either before or after the date of the disclosure to the r eceiving Party becomes published or generally known to the public through no fault or omission on the part of the receiving Party ; or ( D ) is independently develo ped by or for the receiving Party without access to, referenc e to or reliance upon the Confidential Information, as demonstrated by competent and contemporaneous writt en records