definiens: means ( a ) with respect to CARDIOME, all CARDIOME Know - How, ( b ) with respectto MERCK, all MERCK Know - How and ( c ) with respect to each Party, ( i ) all Joint Know - How and ( ii ) allinformation and Proprietary Materials disclosed or provided by or on behalf of such Party ( the ) to the other Party ( the ) or to any of the receiving Party ’s employees, consultants, Affiliates orSublicensees ; provided that none of the foregoing shall be Confidential Information if : .1 as of the date of disclosure, it is known to the receiving Party or its Affiliates, as demonstrated bycontemporaneous credible documentation, other than by virtue of a prior confidential disclosure tosuch receiving Party by or on behalf of the disclosing Party ; .2 as of the date of disclosure it is in the public domain, or it subsequently enters the public domainthrough no fault of the receiving Party ; .3 it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosurefree from any obligation of confidentiality to the disclosing Party ; or - 4 - .4 it is independently developed by or for the receiving Party without reference to or use of anyConfidential Information of the disclosing Party, as demonstrated by contemporaneous credibledocumentation