definiens: ) who receives ConfidentialInformation ( as defined below ) disclosed by the other party to this Agreement ( a ) shall not, during the term of this Agreement and for five(5 ) years after termination of this Agreement, make use of or disclose, withoutthe prior written consent of the disclosing party, Confidential Informationdisclosed by the disclosing party or any of its Affiliates . Each receiving partyfurther agrees that it will return to each disclosing party all writtenmaterials in its possession embodying Confidential Information of suchdisclosing party . For purposes of this Agreement, includes intellectual property or other information obtained by a receivingparty from a disclosing party and which is marked as confidential or which thedisclosing party could reasonably be expected to desire be held in confidence, or the disclosure of which would likely be embarrassing, detrimental ordisadvantageous to the disclosing party or its Affiliates . ConfidentialInformation, however, shall not include information ( a ) which is, at the time inquestion, in the public domain through no wrongful act of the receiving party,(b ) which is later disclosed to a receiving party by one not under obligationsof confidentiality to the disclosing party, or ( c ) which is required by court orgovernmental order, to be disclosed . Each of the Institution and Dr. Baylinrecognizes and agrees that BioNumerik shall at all times during this Agreementand after termination of this Agreement retain ownership of its patents, copyrights, trade secrets and other proprietary information and neither Dr