definiens: means all information and know - how and anytangible embodiments thereof provided by or on behalf of one Party to the other Party either in connection with thediscussions and negotiations pertaining to this Agreement or in the course of performing this Agreement, which mayinclude data ; knowledge ; practices ; processes ; ideas ; research plans ; engineering designs and drawings ; researchdata ; manufacturing processes and techniques ; scientific, manufacturing, marketing and business plans ; and financialand personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business . Notwithstanding the foregoing, information or know - how of a Party shall not bedeemed Confidential Information of such Party for purposes of this Agreement if such information or know - how:(i)was already known to the receiving Party, other than under an obligation of confidentiality or non - use, atthe time of disclosure to such receiving Party as evidenced by written records;(ii)was generally available or known to parties reasonably skilled in the field to which such information orknow - how pertains, or was otherwise part of the public domain, at the time of its disclosure to suchreceiving Party as evidenced by written records;(iii)became generally available or known to parties reasonably skilled in the field to which such information orknow - how pertains, or otherwise became part of the public domain, after its disclosure to such receivingParty other than as a result of an act or omission by the receiving Party in breach of this Agreement;(iv)was disclosed to such receiving Party, other than under an obligation of confidentiality or non - use, by athird party who had no obligation to the disclosing Party not to disclose such information or know - how toothers ; or(v)was independently discovered or developed by such receiving Party, as evidenced by their writtenrecords, without the use of Confidential Information belonging to the disclosing Party and prior to anysubsequent disclosure by the receiving Party