definiens: means any proprietary and confidential information communicated by or onbehalf of one Party or any of its Affiliates ( the ) to the other Party or any of its Affiliates ( the ) in connection or relating to this Agreement ( including discussions and negotiations relating hereto),whether communicated prior to, on, or following the Effective Date, including financial, marketing, business, technicaland scientific information or data, information related to compensation of sales representatives, information containedwithin any commercial plan, budget or financial statements, and the information exchanged pursuant to this Agreement, in any case whether communicated in writing, orally, electronically or 8 by means of inspection . For the avoidance of doubt, the commercial data and information generated by each Party inconnection with its activities under this Agreement are the Proprietary and Confidential Information of that Party ( exceptthat all commercial data and information specific to the Product shall be the Proprietary and Confidential Information ofHorizon ), the terms of this Agreement are the Proprietary and Confidential Information of both Parties, and ComplianceMaterials provided by the Disclosing Party to the Recipient Party are the Proprietary and Confidential Information of theDisclosing Party . Notwithstanding the immediately foregoing, Proprietary and Confidential Information shall not includeinformation that the Recipient Party, having the burden of proof, can show through written documentation:(i ) at the time of disclosure, is publicly known,(ii ) after the time of disclosure, becomes part of the public domain, except by breach of any agreement between theDisclosing Party and the Recipient Party ( including this Agreement),(iii ) is or was in the possession of the Recipient Party at the time of disclosure by the Disclosing Party and was notacquired directly or indirectly from the Disclosing Party or from any Third Party under an agreement of confidentiality tothe Disclosing Party, and(v ) is or was developed by the Recipient Party without use of or reference to the Disclosing Party ’s Proprietary andConfidential Information