definiens: means information received by one Party or any of its Affiliates ( the ) from the other Party or any of its Affiliates ( the ) that is visibly marked orotherwise indicated as confidential or proprietary or that – without such information being marked or otherwiseindicated as confidential or proprietary – the Receiving Party should reasonably understand is confidential to theDisclosing Party, and except that Confidential Information does not include information that : ( i ) was known to theReceiving Party ( or an Affiliate of the Receiving Party ) at the time it was disclosed, other than by previousdisclosure by or on behalf of the Disclosing Party, as evidenced by written records at the time of disclosure ; ( ii)is at the time of disclosure publicly known, or later becomes publicly known under circumstances involving nobreach of this Agreement by the Receiving Party or by any person or entity to whom Receiving Party disclosessuch information under Section 10.2 ; ( iii ) is lawfully and in good faith made available to the Receiving Party ( oran Affiliate of the Receiving Party ) by a Third Party who is not subject to obligations of confidentiality to theDisclosing Party with respect to such information ; or ( iv ) is independently developed by the Receiving Party ( oran Affiliate of the Receiving Party ) without the use of or reference to Confidential Information of the DisclosingParty, as demonstrated by documentary evidence . The terms and conditions of this Agreement and therelationship between Parties shall be considered Confidential Information of each of the Parties for purposes ofthis Section 10