definiens: means all information of a confidential or propri etary nature disclosed by a Party to the other Party under this Agreement, including any such information related t o any scientific, clinical, engineering, manufacturing, m arketing, financial, or personnel matters relating to a Party, or related to a Party ’s present or future products, sa les, suppliers, customers, employees, investors, bu siness plans, Know - How, regulatory filings, data, compounds, rese arch projects, work in progress, future development s or business, in all such cases whether disclosed in or al, written, graphic or electronic form, and whethe r or not specifically marked as confidential or proprietary, where under the circumstances in which such disclo sure was made or given the nature of information disclosed, a reasonable person would consider such information confidential ; provided, however, that in any event, Confidential Information excludes any information that ( a ) is known by recipient at the time of disclosure, and n ot through a prior disclosure by or on behalf of th e disclosing Party, as documented by written records ; ( b ) is or becomes properly in the public domain through no fa ult of the receiving Party ; ( c ) is subsequently rightfully dis closed to the receiving Party by a Third Party who is not directly or indirectly under an obligation of confidentialit y to the disclosing Party, as documented by written records in existence prior to the disclosure of such informati on to the receiving Party ; or ( d ) is developed by t he receiving Party independently of, and without reference to or use of, the information received from the disclosi ng Party