definiens: means any confidential or proprietary information or materials, patentable or otherwise, inany form ( written, oral, photographic, electronic, magnetic, or otherwise ) which is disclosed by the Disclosing Party orotherwise received or accessed by the Receiving Party in the course of performing its obligations or exercising itsrights under this Agreement, including trade secrets, Know - How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the past, present and future marketing, financial, andresearch and development activities of any product or potential product or useful technology of the Disclosing Party orits Affiliates and the pricing thereof . does not include information that : ( a)was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior tothe time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or wasotherwise developed independently by the Receiving Party or its Affiliates, as evidencedby written records kept in the ordinary course of business, or other documentary proof ofactual use by the Receiving Party or its Affiliates ; ( a)was generally available to the public or otherwise part of the public domain at the time ofits disclosure to the Receiving Party or its Affiliates ; ( b)became generally available to the public or otherwise part of the public domain after itsdisclosure and other than through any act or omission of the Receiving Party or itsAffiliates in breach of this Agreement ; or 82CONFIDENTIAL(c)was disclosed to the Receiving Party or its Affiliates, other than under an obligation ofconfidentiality, by a Third Party who had no obligation to the Disclosing Party or itsAffiliates not to disclose such information to others