definiens: . Confidential Information shallmean all Know - How or other information that is of a confidential and proprietarynature to a Party . Confidential Information includes Know - How or otherinformation ( whether or not patentable ) regarding a Party 's technology, products, business information or objectives and reports and audits underSection 4.8, and all biological materials of a Party . Notwithstanding theforegoing, Confidential Information shall not include Know - How or otherinformation that : ( a ) was known or used by the receiving Party or its Affiliates priorto its date of disclosure to the receiving Party as demonstrated bycontemporaneous written records ; or ( b ) either before or after the date of the disclosure to thereceiving Party is lawfully disclosed to the receiving Party or its Affiliatesby sources other than the disclosing Party rightfully in possession of suchKnow - How or other information and not bound by confidentiality obligations tothe disclosing Party ; or ( c ) either before or after the date of the disclosure to thereceiving Party or its Affiliates is or becomes published or otherwise is orbecomes part of the public domain through no breach hereof on the part of thereceiving Party or its Affiliates ; or ( d ) is independently developed by or for the receiving Party or itsAffiliates without reference to or reliance upon the Confidential Information ofthe disclosing Party as demonstrated by contemporaneous written records