definiens: means, with re spect to any specified person, any other person tha t directly controls, is controlled by, or is under common control with, such specified person . For the purposes of this Article 1.1(a ), “ control ’’ shall mean : ( i ) in the case of corporate entities, the direct or indirect ownership of at least 50 % of the stock or participating shares entitled to vote in t he general meeting of shareholders, and 2 File No . 18 -0014 ( ii ) in the case of a partnership or other legal entity, ownership of at least 50 % interest in the income or at least a 50 % interest in the power to d irect the management or policies of such entity ; ( b ) means any information relating to the Technology, t he terms and conditions of this Agreement, and any and all oral, written, electronic or other communicatio ns and other information disclosed or provided by the Assignee pursuant to this Agreement, including all business records and financial inform ation, which is non- public, confidential or proprietary in nat ure, whether written, oral or in electronic form, b ut excluding any part of the Information : ( i ) published or available to the general public otherw ise than through a breach of this Agreement ; ( ii ) obtained by UBC from a third party with a valid right to disclose it, provided that said third party is not known by UBC to be under a confi dentiality obligation to the Assignee ; or ( iii ) independently developed by employees, agents or con sultants of UBC who had no knowledge of or access to the Confi dential Information as evidenced by its business records