definiens: means allinformation, data, documents ( including, without limitation, unpublished patent applications ), inventions, trade secrets, know - how or materials ( collectively, ) supplied by the other Party under this Agreement, whetherdisclosed orally, visually, in writing or in any tangible or electronic form or media, that is confidential or proprietary andis marked or otherwise identified as or which the receiving party should reasonably recognize as beingconfidential . Confidential Information may be owned by the disclosing Party or its Affiliates or held by the disclosingParty or its Affiliates under an obligation of confidentiality to a Third Party . Confidential Information of SGI shallinclude SGI Independent and Collaboration Know - How and SGI ’s interest in any Improvements, Program Inventions, Collaboration Inventions and [ * * * ] . Confidential Information of [COMPANY] shall include [COMPANY] Independent andCollaboration Know - How, [COMPANY] Materials and [COMPANY] ’ interest in Program Inventions and CollaborationInventions . The terms of this Agreement shall be the Confidential Information of both Parties . Confidential Informationof a Party may also include information relating to such Party ’s or its Affiliates ’ research programs, development, marketing, manufacturing, regulatory matters, business practices and finances . Information shall not be consideredConfidential Information to the extent the receiving Party can demonstrate by competent evidence that suchInformation:(a ) has been published or otherwise entered the public domain other than by breach by the receiving Party orits Affiliates of this Article 14 or directly or indirectly under another agreement between the Parties that imposedobligations of confidentiality;(b ) has been disclosed to the receiving Party or its Affiliates by a Third Party, provided such Information wasnot obtained by such Third Party directly or indirectly from the disclosing Party or its Affiliates on a confidentialbasis;(c ) prior to disclosure by the disclosing Party under this Agreement or directly or indirectly under anotheragreement between the Parties that imposed obligations of confidentiality, was already in the possession of thereceiving Party or its Affiliates ; or(d ) was developed independently of and without reference to the disclosing Party ’s or its Affiliates’Confidential Information