definiens: means any and all information, whether communicated orally, by email or in anyphysical form, including without limitation, financial and all other information which Disclosing Party or its authorizedRepresentatives provide to the Recipient, together with such portions of analyses, compilations, studies, or otherdocuments, prepared by or for the Recipient and its Representatives, which contain or are derived from informationprovided by Disclosing Party . Without limiting the foregoing, information shall be deemed to be provided byDisclosing Party to the extent it is learned or derived by Recipient or Recipient ’s Representatives ( a ) from anyinspection, examination or other review of books, records, contracts, other documentation or operations of DisclosingParty, ( b ) from communications with authorized Representatives of Disclosing Party or ( c ) created, developed, gathered, prepared or otherwise derived by Recipient while in discussions with Disclosing Party . However, Confidential Information does not include any information which Recipient can demonstrate ( i ) is or becomes part ofthe public domain through no fault of Recipient or its Representatives, ( ii ) was known by Recipient on a non - confidential basis prior to disclosure, or ( iii ) was independently developed by Persons who were not given access tothe Confidential Information disclosed to Recipient by Disclosing Party