definiens: means ( a ) with respect to Beryllium, all Beryllium Program Technologyand all information, Technology and Proprietary Materials that are Beryllium Background Technology, LicensedTechnology, or Beryllium Materials ; ( b ) with respect to [COMPANY], all [COMPANY] Program Technology and all information, Technology and Proprietary Materials that are [COMPANY] Background Technology or [COMPANY] Materials ; and ( c ) withrespect to both Parties, all Joint Program Technology, that are disclosed or provided by or on behalf of a Party ( the ) to the other Party ( the ) or to any of the Receiving Party ’s employees, consultants or Affiliates ; provided, that none of the foregoing shall be Confidential Information if : ( 1 ) as of the date ofdisclosure, it is known to the Receiving Party or its Affiliates as demonstrated by contemporaneous credible writtendocumentation, other than by virtue of a prior confidential disclosure to such Receiving Party ; ( 2 ) as of the date ofdisclosure it is in the public domain, or it subsequently enters the public domain through no fault of the ReceivingParty ; ( 3 ) it is obtained by the Receiving Party from a Third Party having a lawful right to make such disclosure freefrom any obligation of confidentiality to the Disclosing Party ; or ( 4 ) it is independently developed by or for theReceiving Party without reference to or use of any Confidential Information of the Disclosing Party as demonstratedby contemporaneous credible written documentation . For clarity, ( y ) unless excluded from Confidential Informationpursuant to the preceding sentence, any * * * = Portions of this exhibit have been omitted pursuant to a request for confidential treatment . An unredactedversion of this exhibit has been filed separately with the Commission