definiens: means ( i ) any and all confidential and proprietary information, including, data, results, conclusions, know - how, experience, financial information, plans and forecasts, that may be delivered, made available, disclosed or communicated by a Party or its Affiliates or their respective Representatives to the other Party or its Affiliates or theirrespective Representatives, 1 related to the subject matter hereof or otherwise in connection with this Agreement and ( ii ) the terms, conditions and existence of thisAgreement, including the negotiations between the Parties . will not include information that ( A ) at the timeof disclosure, is generally available to the public, ( B ) after disclosure hereunder, becomes generally available to the public, except as aresult of a breach of this Agreement by the recipient of such information, ( C ) becomes available to the recipient of such informationfrom a Third Party that is not legally or contractually prohibited by the disclosing Party from disclosing such Confidential Information;or ( D ) was developed by or for the recipient of such information without the use of or reference to any of the Confidential Informationof the disclosing Party or its Affiliates, as evidenced by the recipient ’s contemporaneous written records