definiens: of a Party means all confidential or proprietary information received orotherwise obtained by the other Party from such Party or its Affiliates pursuant to this Agreement, other than thatportion of such information that : ( a ) is now, or hereafter becomes, generally available to the public through no fault of thereceiving Party, or its Affiliates, or any entity that obtained such information or materials from the receiving Party ; ( b ) the receiving Party or its Affiliates already possesses, as evidenced by its written records, prior to receipt thereof from the disclosing Party ; ( c ) is obtained without restriction from a Third Party that had the legal right to disclose the sameto the receiving Party or its Affiliates ; or ( d ) has been independently developed by the receiving Party or its Affiliates without the aid, application or use of any Confidential Information of the disclosing Party, as demonstrated by competent written proof