definiens: shall mean all confidential or proprietaryinformation, data, know - how, and all other business, technical, and financial data disclosed hereunder, by one Party orany of its Affiliates to the other Party or any of its Affiliates, under this Agreement or the NDA ( as defined inArticle 11 ) except any portion thereof which : ( a ) at the time of disclosure, is generally available to the public ; ( b ) after disclosure hereunder, becomes generally available to the public, except through breachof this Agreement or the NDA by the recipient ; ( c ) the recipient can demonstrate by written records was in its possession prior to the time ofsuch disclosure by the disclosing Party hereunder, and was not acquired directly or indirectly from the disclosingParty or its Affiliates ; ( d ) becomes available to the recipient from a Third Party which is not legally prohibited fromdisclosing such Confidential Information, provided such Confidential Information was not acquired directly or indirectlyfrom the disclosing Party or its Affiliates ; ( e ) the recipient can demonstrate was developed by or for the recipient independently of thedisclosure of Confidential Information by the disclosing Party or its Affiliates ; or ( f ) is required to be disclosed by legal process ; provided, in each case the Party so disclosinginformation timely informs the other Party and uses its best efforts to limit the disclosure and maintain confidentialityto the extent possible and permits the other Party to attempt by appropriate legal means to limit such disclosure