definiens: means any and all information disclosed to or obtained by Recipient pursuant to or inconnection with the negotiation, execution, delivery and performance of this Agreement or the consummation of thetransactions contemplated hereby and any and all information regarding, related to, or associated with any or all elements ofthis Agreement, including the development, manufacture and/or commercialization of Product in the Field in and outside ofthe Territory or any aspect thereof, or each Party ’s operations that is disclosed by the Disclosing Party to the Recipient;provided, however, that Confidential Information will not include information which : ( i ) at the time of disclosure is in thepublic domain ; ( ii ) after disclosure becomes part of the public domain, except through breach of this Agreement ; ( iii ) theRecipient can demonstrate by reasonable proof was in its possession prior to the time of disclosure by the Disclosing Partyhereunder, and was not acquired directly or indirectly from the Disclosing Party ; ( iv ) the Recipient can demonstrate byreasonable proof was developed by or on behalf of Recipient independent of and without reference to the Disclosing Party’sConfidential Information ; or ( v ) becomes available to Recipient from a Third Party who did not acquire such informationdirectly or indirectly from the Disclosing Party and who is not otherwise prohibited from disclosing such information