definiens: means all information and Know - How and any tangible embodimentsthereof and other materials provided by or on behalf of the Disclosing Party to the Receiving Party either in connection withthe discussions and negotiations pertaining to this Agreement or in the course of performing this Agreement or thatotherwise relates to Acer 's Technology, whether disclosed orally, visually, electronically, in writing or in other tangible orintangible form, and which may include data, knowledge, practices, processes, ideas, research plans, antibodies, smallmolecules, compounds, targets, biological and chemical formulations, structures and designs, laboratory notebooks, proof ofconcept and pre - clinical studies, formulation or manufacturing processes and techniques, scientiﬁc, manufacturing, marketing and business plans, and ﬁnancial and personnel matters relating to the Disclosing Party or to its present or futureproducts, sales, suppliers, customers, employees, investors or business ; provided, that information, materials or Know - Howof a Party will not be deemed Conﬁdential Information of such Party for purposes of this Agreement if such information, materials or Know - How : ( a ) was already known to the Receiving Party, other than under an obligation of conﬁdentiality ornon - use, at the time of disclosure to such Receiving Party, as can be shown by written records ; ( b ) was generally availableor known to parties reasonably skilled in the ﬁeld to which such information or Know - How pertains, or was otherwise part ofthe public domain, at the time of its disclosure to such Receiving Party ; ( c ) became generally available or known to partiesreasonably skilled in the ﬁeld to which such information or Know - How pertains, or otherwise became part of the publicdomain, after its disclosure to such Receiving Party through no fault of the Receiving Party ; ( d ) was disclosed to suchReceiving Party, other than under an obligation of conﬁdentiality or non - use, by a third party who had no obligation to theDisclosing Party not to disclose such information or Know - How to others ; or ( e ) was independently discovered or developedby such Receiving Party, as can be shown by their written records, without the use of Conﬁdential Information belonging tothe Disclosing Party and prior to any subsequent disclosure by the Receiving Party ; and provided, further, that 4 Confidential Information, to the extent relating to Acer ’s Technology, will be deemed Confidential Information of Acer