definiens: means all information of a confidential orproprietary nature disclosed by a Party to the other Party under this Agreement, including anysuch information related to any scientific, clinical, engineering, manufacturing, marketing, financial, or personnel matters relating to a Party, or related to a Party ’s present or futureproducts, sales, suppliers, customers, employees, investors, business plans, Know - How, regulatory filings, data, compounds, research projects, work in progress, future developments orbusiness, in all such cases whether disclosed in oral, written, graphic or electronic form, andwhether or not specifically marked as confidential or proprietary, where under the circumstancesin which such disclosure was made or given the nature of information disclosed, a reasonableperson would consider such information confidential ; provided, however, that in any event, Confidential Information excludes any information that the receiving Party can show throughcompetent evidence : ( a ) is known by receiving Party at the time of disclosure, and not through aprior disclosure by or on behalf of the disclosing Party ; ( b ) is or becomes properly in the publicdomain through no fault of the receiving Party ; ( c ) is subsequently rightfully disclosed to thereceiving Party by a Third Party who is not directly or indirectly under an obligation ofconfidentiality to the disclosing Party ; or ( d ) is developed by the receiving Party independently of, and without reference to or use of, the information received from the disclosingParty