definiens: Confidential Informationdisclosing Party " ), that Party 's or its Affiliate 's ( and, with respect to [COMPANY], including JCR 's ) know - how and iinancial or other confidential or proprietary information that is Controlled by that Party or its Affiliates and made available ( in whatever form and whether prior to, on, or aner the Effective Date ) to the other Party ( the ) in connection with this Agreement or generated pursuant to this Agreement . Notwithstanding the foregoing . Coniidcntial Information shall not include : ( a ) infol111ation which is or becomes part of the public domain through no breach of this Agreement by the receiving Party or any ofits Atliliates ; ( b ) information which the recei PaJ1y can demonstrate by its written records was known by the receiving Party or any of its Affiliates prior to the disclosure thereof by the disclosing Party ; ( c ) information which is independently developed by the receiving Party or any of its Affiliates, so long as such development does not result from use of Confidential Information of thc disclosing Party, and such independent development can be demonstrated by written records of the receiving Party or any of its Affiliates : and ( d ) ini()rmation that becomes available to the recelvmg Part v or its Aililiates on a non - confidential basis, whether directly or indirectly, from a Third Party who is not bound by a duty of confidentiality to the disclosing Party