definiens: shall mean all information and know - how and any tangible embodiments thereof provided by or on behalf of one Party to the other Party either i n connection with the discussions and negotiations pe rtaining to this Agreement or in the course of perf orming this Agreement, which may include data ; knowledge ; pract ices ; processes ; ideas ; chemical identity of an act i ve ingredient, research plans ; engineering designs and drawings ; research data ; manufacturing processes a nd techniques ; scientific, manufacturing, marketing an d business plans ; and financial and personnel matte rs relating to the disclosing Party or to its present or future products, sales, suppliers, customers, 10 Two Way Exclusive License Agreement employees, investors or business . Notwithstanding t he foregoing, information or know - how of a Party sh all not be deemed Confidential Information of such Party fo r purposes of this Agreement if such information or know - how : ( i ) was legally known by the receiving Party prior to d isclosure, other than under an obligation of confidentiality or non -use, at the time of disclosure to such receiving Pa rty ; ( ii ) was generally available or known to parties reasona bly skilled in the field to which such information or know - how pertains, for example, the experience of a skilled person, or was otherwise part of the publi c domain, at the time of its disclosure to such recei ving Party ; ( iii ) became generally available or known to parties reas onably skilled in the field to which such information or know - how pertains, or otherwise beca me part of the public domain, after its disclosure to such receiving Party through no fault of the rec eiving Par ty ; ( iv ) was legally disclosed to such receiving Party, othe r than under an obligation of confidentiality or no n - use, by a third party who had no obligation to the disclosing Party not to disclose such information o r know -how to others ; or ( v ) was independently discovered or developed by such r eceiving Party, as evidenced by their written records, without the use of or reference to Confide ntial Information belonging to the disclosing Party and prior to any subsequent disclosure by the recei ving Party