definiens: means all Know - How and other proprietary information ( including information aboutany element of a Party ’s technology or business ) that is disclosed by a Party or its Affiliates or by any of the Party’sor its Affiliates ’ employees or consultants ( the ) to the other Party or its Affiliates or to any of theother Party ’s or its Affiliates ’ employees, consultants or Subcontractors ( the ) except to the extentthat the information : ( a ) as of the date of disclosure is demonstrably known to the Receiving Party, as shown bywritten documentation, other than by virtue of a prior confidential disclosure by the Disclosing Party, ( b ) as of the dateof disclosure is in, or subsequently enters, the public domain, through no fault or omission of the Receiving Party,(c ) as of the date of disclosure or thereafter is lawfully obtained by the Receiving Party from a Third Party free fromany obligation of confidentiality to the Disclosing Party or ( d ) is independently discovered or developed by or on behalfof the Receiving Party without the use of any Confidential Information belonging to the Disclosing Party . Unlessotherwise provided herein, ( i ) all data generated by either Party or its Affiliates or by any of the Party ’s or its Affiliates’employees, consultants, or Subcontractors under this Agreement shall deemed to be the Confidential Information ofBiogen Idec, other than such data generated by Sangamo or its Affiliates ’ employees, consultants, or Subcontractorsrelating solely to the Core Technology, which shall be deemed to be the Confidential Information of Sangamo, ( ii ) JointTechnology shall be deemed to be Confidential Information of each Party, with each Party deemed to be theReceiving Party of such Confidential Information and ( iii ) the terms and conditions of this Agreement shall beconsidered Confidential Information of each Party, with each Party deemed to be the Receiving Party of suchConfidential Information . In addition, all confidential Know - How disclosed by either Party or its Affiliates pursuant tothat certain Mutual Confidentiality Agreement between [COMPANY] Idec, Inc., an Affiliate of [COMPANY] Idec, and Sangamodated May 21, 2013 ( the ) shall be deemed to be the disclosing Party ’s Confidential Information hereunder ( withthe mutual understanding and agreement that any use or disclosure thereof that is authorized under Article 10 shallnot be restricted by, or be deemed a violation of, the CDA )