definiens: means all information and know - how and any tangible embodiments thereof provided by or on behalf of one Party to the other Party either in connection with the discussions and negotiations pertaining to this Agreement or in the course of performing under this Agreement, which may include data, knowledge, practices, processes, ideas, research plans, fOIDmlation or manufacturing processes and techniques, scientific, manufacturing, marketing and business plans, and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business ; provided, that, information of a Party will not be deemed Confidential Information of such Party for purposes of this Agreement if such information : ( a ) 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, as can be shown by written records ; ( b ) was part of the public domain, at the time of its disclosure to such receiving Party ; ( c ) became part of the public domain after its disclosure to such receiving Party through no fault of the receiving Party ; ( d ) was disclosed to such receiving Party, other than under an obligation of confidentiality or non - use, by a Third Party who had no obligation to the disclosing Party not to disclose such information or know - how to others, as can be shown by written records ; or ( e ) was independently discovered or developed by such receiving Party, as can be shown by its written records, without the use or benefit of, or reliance on, Confidential Information belonging to the disclosing Party . Notwithstanding anything to the contrary, and regardless of which Party first discloses any Improvement(s ) to the other Party, ( y ) any Cempra Improvements, any infonnation related thereto ( or to any intellectual property rights related thereto ), and Compound Data shall be the Confidential Information of Cempra ; and Cempra shall be deemed the disclosing Party, and MP the receiving Party, with respect to such Confidential Information and ( z ) any MP Improvements and any information related thereto ( or to any intellectual property rights related thereto ) shall be the confidential information of MP, and MP shall be deemed the disclosing party, and Cempra the receiving Party, with respect to such Confidential InfoID1ation