definiens: means with respect to each Party, all information, Technology and ProprietaryMaterials that is ( i ) ILDONG Background Technology, in the case of ILDONG and ( ii ) Licensed Technology, in the case ofSUBLICENSOR, and, that, in any case, is disclosed or provided by or on behalf of such Party ( the ) to theother Party ( the ) or to any of the Receiving Party ’s employees, consultants, Affiliates or sublicensees;provided, that, none of the foregoing shall be Confidential Information if : ( A ) as of the date of disclosure, it is known to theReceiving Party or its Affiliates as demonstrated by contemporaneous written documentation maintained in the ordinarycourse of business, other than by virtue of a prior confidential disclosure to such Receiving Party ; ( B ) as of the date ofdisclosure it is in the public domain, or it subsequently enters the public domain through no fault of the Receiving Party ; ( C)it is obtained by the Receiving Party from a Third Party having a lawful right to make such disclosure free from anyobligation of confidentiality to the Disclosing Party ; or ( D ) it is independently developed by or for the Receiving Partywithout reference to or use of any Confidential Information of the Disclosing Party as demonstrated by contemporaneouswritten documentation maintained in the ordinary course of business . For purposes of clarity, ( a ) unless excluded fromConfidential Information pursuant to the preceding sentence, any scientific, technical, manufacturing or financialinformation of a Party that is disclosed through any report ( including any audit report ) shall constitute ConfidentialInformation of the Disclosing Party ; ( b ) all Clinical Data produced by ILDONG in connection with the Development of aCompound or Product and/or in the conduct of Clinical Trials shall be Confidential Information of ILDONG ; and ( c ) anycombination of Confidential Information shall not be considered in the public domain or in the possession of the ReceivingParty merely because individual elements of such Confidential Information are in the public domain or in the possession ofthe Receiving Party unless the combination and its principles are in the public domain or in the possession of the ReceivingParty