definiens: means all confidential and proprietary technical and/or commercial information that has or could have value or utility in a Party 's business, or the unauthorized disclosure of which could be detrimental to the Party 's interests, including information, inventions, Know - how, data and materials relating to the Research Program or to the Licensed Products, and shall include, without limitation, research, technical, clinical development, manufacturing, marketing, financial, personnel and other business information and plans, whether in oral, written, graphic or electronic form, except to the extent that it can be established by the Receiving Party ( as defined in Section 7.1 ) that such Confidential Information : ( a ) was already known to the Receiving Party, other than under an obligation of confidentiality from the Disclosing Party ( as defined in Section 7.1 ) ; ( b ) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party ; ( c ) became 2 CONFIDENTIAL generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement ; ( d ) was subsequently lawfully disclosed to the Receiving Party by a Third Party ; ( e ) can be shown by written records to have been independently developed by or for the Receiving Party without reference to the Confidential Information received from the Disclosing Party and without breach of any of the provisions of this Agreement ; or ( t ) is information that the Disclosing Party has specifically agreed in writing that the Receiving Party may disclose