definiens: means information that i s not generally known to the public with respect to the terms of the transactions contemplated hereby and t he non - public or proprietary information of the Com pany and its Subsidiaries, including non - public or proprieta ry Company Intellectual Property Rights and non - pub lic or proprietary information related to the Business . No twithstanding the foregoing, Confidential Informati on shall not include information that ( i ) is publicly availa ble or becomes publicly available through no action or fault of the recipient party, ( ii ) was or is obtained by the recipient party from a third party, provided, that such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non - disclosing party or any other party with respect to such information or mat erial, or ( iii ) is independently developed by the r ecipient party without reference to the Confidential Information