definiens: means information received ( whether disclosed in wr iting, machine readable form, orally or by observation ) by one Party ( the ) from the other Party ( the ) that the Receiving Party : ( i ) has a reasona ble basis to believe is confidential to the Disclos ing Party, ( ii ) is indicated in writing by the Disclosing Part y to be confidential, or ( iii ) is information that the Receiving Party received relating to manufacture of Compound or Product, including but not limited to, manufacturing know -how, unless in each case such information : ( a ) was known to the Receiving Party or to the publ ic prior to the Disclosing Party ’s disclosure, as demonstrated by contemporaneous written records ; ( b ) became known to the public, after the Disclosin g Party ’s disclosure hereunder, other than through a breach of the confidentiality provisions of this Agreement by the Receiving Party or any Per son to whom such Receiving Party disclosed such informa tion ; ( c ) was disclosed to the Receiving Party by a Perso n having a legal right to disclose, without any restrictions, such information or data ; or ( d ) was developed by the Receiving Party independen t of the Disclosing Party ’s Confidential Information, as demonstrated by contemporaneous wri tten records