definiens: means with respect to a Party all confidential Intellectual Property and confidential or proprietary information relating to the business and affairs of a Party or any of its Affiliates that are disclosed by or on behalf of a Party to the other Party and all information derived therefrom, including financial information, business opportunities, information relating to pharmaceutical products of any nature in any form ; provided, however, that shall not include any information that ( a ) was already in the public domain at the time of disclosure ; ( b ) becomes part of the public domain through no action or omission of the receiving Party after disclosure to the receiving Party ; ( c ) was already known to the receiving Party, other than un der an obligation of confidentiality to the disclosing party, at the time of the disclosure by the other Party ; ( d ) was independently discovered or developed by the receiving Party without the use of Confidential Information belonging to the disclosing Par ty as shown by pre -existing proof, or ( e ) was disclosed to the receiving Party, other than under an obligation of confidentiality to which a Third Party was subject, by a Third Party who had no obligation to the disclosing Party not to disclose such inform ation to others, as shown by independent proof