definiens: means, with respect to a Party, all information of any kind whatsoever ( including, without limitation, data, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies, techniques and all non - public intellectualproperty rights, as hereinafter defined ), and all tangible and intangible embodiments thereof of any kind whatsoever(including, without limitation, apparatus, compositions, documents, drawings, machinery, patent applications, recordsand reports ), which is disclosed or made available to the other Party regardless of whether such information ismarked, identified as or otherwise acknowledged to be confidential at the time of disclosure to the other Party . Allinformation shall be deemed confidential unless agreed otherwise . Notwithstanding the foregoing, ConfidentialInformation of a Party shall not include information which the other Party can establish by written documentation orsimilar evidence ( a ) to have been publicly known prior to disclosure of such information by the disclosing Party to theother Party, ( b ) to have become publicly known, without breach of this Agreement or violation of Applicable Laws onthe part of the other Party or its Affiliates or any employee, contractor or agent acting on their behalf, subsequent todisclosure of such information by the disclosing Party to the other Party, ( c ) to have been received by the other Partyat any time without obligation of confidentiality from a source, other than the disclosing Party, rightfully havingpossession of and the right to disclose such information, ( d ) to have been otherwise known by the other Party prior todisclosure of such information by the disclosing Party to the other Party, or ( e ) to have been independently developedby employees or agents of the other Party without the use of or reliance upon any information disclosed by thedisclosing Party to the other Party