definiens: means ( a ) with respect to Sigilon, all informatio n, including Sigilon Know - How, and Sigilon ’s Proprietary Materia ls ; and ( b ) with respect to [COMPANY], all information, including [COMPANY] Know - How ( including Cell Line IP ), and all Li lly ’s Proprietary Materials, that are, in either ca se, disclosed or provided by or on behalf of a Party ( the ) to the other Party ( the ) or to any of the employees, directors or agents of, or co nsultants to, the Receiving Party ; provided, that, none of the foregoing shall be deemed Confidential Information if : ( 1 ) as of the date of disclosure, it is known t o the Receiving Party or its Affiliates as demonstrated b y contemporaneous credible written documentation, o ther than by virtue of a prior confidential disclosure to suc h Receiving Party ; ( 2 ) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of the Receiving Party ; ( 3 ) it is obtained by the Receiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the Disclosing Par ty of which the Receiving Party should be reasonabl y aware ; or ( 4 ) it is independently developed by or for the Rec eiving Party without reference to or use of any Con fidential Information of the Disclosing Party as demonstrated by contemporaneous credible written documentation