definiens: means any proprietary scientific, technical, trade or business information relating to the subject matter of this Agreementdesignated as confidential or which otherwise should reasonably be construed under the circumstances as being confidentialdisclosed by or on behalf of Ramot, TAU, or any of their employees, researchers or students ( including members of the TAUTeam ) to Licensee, whether in oral, written, graphic or machine - readable form, except to the extent ( A ) such information : ( i)was known to Licensee at the time it was disclosed, other than by previous disclosure by or on behalf of Ramot, TAU or anyof their employees, researchers or students, as evidenced by Licensees ’ written records at the time of disclosure ; ( ii ) is at thetime of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement ; ( iii ) islawfully and in good faith made available to Licensee by a third party who is not subject to obligations of confidentiality toRamot or TAU with respect to such information ; ( iv ) is independently developed by Licensee without the use of or referenceto the Confidential Information, as demonstrated by documentary evidence ; and ( B ) disclosure of such information isreasonably necessary in ( i ) filing or prosecuting patents and patent applications ; ( ii ) conducting research, development and / orcommercialization activities and regulatory filings for products or services ; ( iii ) prosecuting or defending litigation ; ( iv)complying with applicable law, including court orders or governmental regulations ; and ( v ) disclosure to third parties inconnection with due diligence or similar investigations by such third parties or potential investment