definiens: shall mean all information and know - how and any tangible embodiments thereof provided b y or on behalf of one Party to the other Party eith er in connection with the discussions and negotiations pe rtaining to this Agreement or in the course of perf orming this Agreement, which may include data ; knowledge ; pract ices ; processes ; ideas ; research plans ; engineering designs and drawings ; research data ; manufacturing processe s and techniques ; scientific, manufacturing, market ing and business plans ; and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, i nvestors or business . Notwithstanding the foregoing, information or know - how of a Party shall not be dee med Confidential Information of such Party for purp oses of this Agreement if such information or know - how : ( i ) was already known to the receiving Party, other than under an obligation of confidentiality or non - use, at the time of disclosu re to such receiving Party ; ( ii ) was generally available or known to parties re asonably skilled in the field to which such information or know - how pertains, or was otherwise part of the public domain, at the time o f its disclosure to such receiving Party ; ( iii ) became generally available or known to partie s reasonably skilled in the field to which such information or know - how pertains, or oth erwise became part of the public domain, after its disclosure to such receiving Party through no fault of the rec eiving Party ; ( iv ) was disclosed to such receiving Party, other t han under an obligation of confidentiality or non - use, by a third party who ha d no obligation to the disclosing Party not to disc lose such information or know - how to others ; or ( v ) was independently discovered or developed by su ch receiving Party, as evidenced by their written records, without the use of Confid ential Information belonging to the disclosing Part y and prior to any subsequent disclosure by the receiving Party