definiens: of a Party means ( a ) with respect to [COMPANY], ( i ) the identity of theImmunoGen Research Program Targets and ( ii ) the identification by [COMPANY] of any Target proposed byCytomX to be a Replacement Target as an [COMPANY] Excluded Target, ( b ) with respect to CytomX, ( i ) theidentity of the CytomX Research Program Target and ( ii ) the identification by CytomX of any Target proposed byImmunoGen to be a Replacement Target as a CytomX Excluded Target, and ( c ) with respect to both Parties, allKnow - How or other information, including proprietary information and materials ( whether or not patentable)regarding such Party ’s technology, products, business or objectives, that is communicated in any way or form byor on behalf of such Party ( in such capacity, the ) to the other Party ( in such capacity, the ) or to any of the Receiving Party ’s or its Affiliates ’ employees, consultants or subcontractors(collectively, ), either prior to or after the Effective Date of this Agreement ( including anyinformation disclosed pursuant to the Confidentiality Agreement ), and whether or not such Know - How or otherinformation is identified as confidential at the time of disclosure . The terms and conditions of this Agreementshall be deemed to be the Confidential Information of each Party . Confidential Information within the CytomXProgram Technology shall be deemed to be the Confidential Information of CytomX. Confidential Informationwithin the [COMPANY] Program Technology shall be deemed to be the Confidential Information of [COMPANY]