definiens: of a Party means all Know - How, materials, and oth er proprietary scientific, marketing, financial, or commercial information tha t is : ( a ) disclosed by or on behalf of such Party o r any of its Affiliates or otherwise made available to the other Party or any of its Affiliates, whether made avail able orally, in writing, or in electronic form ; or ( b ) learned b y the other Party pursuant to this Agreement . The e xistence and terms of this Agreement are the Confidential Inform ation of both Parties . All information disclosed by Licensor under the Confidentiality Agreement that relates to any Gene Therapy or Licensed Product or the transa ction under this Agreement is deemed the Confidential Inf ormation of Licensor under this Agreement, and all information disclosed by Roivant Sciences, Inc. und er the Confidentiality Agreement that relates to an y Gene Therapy or Licensed Product or the transaction unde r this Agreement is deemed the Confidential Informa tion of Licensee under this Agreement . Notwithstanding the foregoing to the contrary, during the Term, Licenso r Know - How that is solely related to a Gene Therapy or a L icensed Product will be deemed to be the Confidenti al Know - How of Licensee