definiens: shall mean all information and know - how and any tangible embodiments thereof provided by or on behalf of one Party to another Party either in conn ection with the discussions and negotiations pertaining to this Agreement or in the course of performing this Agre ement, which may include data ; knowledge ; practices ; processes ; ideas ; research plans ; engineering designs and draw ings ; research data ; manufacturing processes and techniqu es ; scientific, manufacturing, marketing and busine ss plans ; and financial and personnel matters relating to the disclosing Party or to its present or future produ cts, sales, suppliers, customers, employees, investors or busin ess . Notwithstanding the foregoing, information or know - how of a Party shall not be deemed Confidential Informa tion of such Party for purposes of this Agreement i f such information or know - how : 19 Execution Version STRICTLY CONFIDENTIAL ( i ) was already known to the receiving Party, other than under an obligation of confidentiality or non - use, at the time of disclosure to such receiving Party ; ( i ) was generally available or known to part ies reasonably skilled in the field to which such i nformation or know - how pertains, or was otherwise part of the public domain, at the time of its disclosure to such receiving Party ; ( ii ) became generally available or known to p arties reasonably skilled in the field to which suc h information or know - how pertains, or otherwise beca me part of the public domain, after its disclosure to such receiving Party through no breach of this A greement by the receiving Party ; ( iii ) was disclosed to such receiving Party, o ther than under an obligation of confidentiality or non - use, by a Third Party who had no obligation not to disclose such information or know - how to others ; or ( iv ) was independently discovered or developed by such receiving Party, as evidenced by their wri tten records, without the use of Confidential Informatio n belonging to the disclosing Party and prior to any subsequent disclosure by the receiving Party