definiens: means in the case of [COMPANY], [COMPANY] Background Technology andReceptos IP and the terms of this Agreement, together with any other proprietary or confidential Information of [COMPANY] orits Affiliates ( including without limitation, proprietary or confidential Information of Third Parties that [COMPANY] is permittedto share with ONO ) which [COMPANY] makes available to ONO ; and in the case of ONO, ONO Background Technology, reportswith respect to Research Milestone Payments and Development Milestone Payments, the terms of this Agreement and theCollaboration Compound IP assigned by [COMPANY] to ONO subject to Section 7.1.3, together with any other proprietary orconfidential Information of ONO or its Affiliates ( including without limitation, proprietary or confidential Information ofThird Parties that ONO is permitted to share with [COMPANY] ) which ONO makes available to [COMPANY] ; and, in each case, whichis owned or controlled by the applicable Party hereto or any of its Affiliates and is related to the subject matter of thisAgreement and that is made available, whether orally, in writing, or in electronic form, by the applicable Party or its Affiliatesto the Other Party or its Affiliates pursuant to this Agreement ( or the Confidentiality Agreement ) or generated pursuant to thisAgreement . Any Confidential Information disclosed in writing or in electronic form shall be clearly identified as confidentialby the disclosing Party . Confidential Information shall be deemed not to include : ( a ) information which is or becomes part of the public domain through no breach of this Agreement by thereceiving Party or any of its Affiliates ; ( b ) information which the receiving Party can demonstrate by its written records or other competent evidencewas known by the receiving Party or any of its Affiliates prior to the disclosure thereof by the disclosing Party ; ( c ) information which is independently developed by the receiving Party or any of its Affiliates, so long as suchdevelopment does not result from use of Confidential Information of the disclosing Party, and such independentdevelopment can be demonstrated by written records or other competent evidence of the receiving Party or any of itsAffiliates ; and ( d ) information that becomes available to the receiving Party or its Affiliates on a non - confidential basis, whether directly or indirectly, from a Third Party who has the right to make such disclosure