definiens: means all inform ation and know - how and any tangible embodiments thereof provided by or on behalf of one Party to th e other Party either in connection with the discuss ions and negotiations pertaining to this Agreement or in the course of performing under this Agreement, which m ay include data, knowledge, practices, processes, ideas, resea rch plans, formulation or manufacturing processes a nd techniques, scientific, manufacturing, marketing an d business plans, and financial and personnel matte rs relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business ; provided, that, information or know - how o f a Party will not be deemed Confidential Informati on of such Party for purposes of this Agreement if such inform ation or know - how : ( a ) was already known to the rec eiving Party, other than under an obligation of confidenti ality or non - use, at the time of disclosure to such receiving Party, as can be shown by written records ; ( b ) was general ly available or known to parties reasonably skilled in the field to which such information or know - how pertains, or was otherwise part of the public domain, at the tim e of its disclosure to such receiving Party ; ( c ) became gene rally available or known to parties reasonably skil led in the field to which such information or know - how pertain s, or otherwise became part of the public domain, a fter its disclosure to such receiving Party through no fault of the receiving Party ; ( d ) was disclosed to such receiving Party, other than under an obligation of confidentiality o r non - use, by a Third Party who had no obligation t o the disclosing Party not to disclose such information o r know - how to others, as can be shown by written re cords ; or ( e ) was independently discovered or developed by su ch receiving Party, as can be shown by its written records, without the use or benefit of, or reliance on, Conf idential Information belonging to the disclosing Pa rty