definiens: means all information of a confidential or proprietary nature disclosed by a Partyto the other Party under this Agreement, including any such 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 or business, in all such cases whetherdisclosed in oral, written, graphic or electronic form, and whether or not specifically marked as confidential orproprietary, where under the circumstances in which such disclosure was made or given the nature of informationdisclosed, a reasonable person would consider such information confidential ; provided, however, that in any event, Confidential Information excludes any information that the receiving Party can show through competent evidence:(a ) is known by receiving Party at the time of disclosure, and not through a prior disclosure by or on behalf of thedisclosing Party ; ( b ) is or becomes properly in the public domain through no fault of the receiving Party ; ( c ) issubsequently rightfully disclosed to the receiving Party by a Third Party who is not directly or indirectly under anobligation of confidentiality to the disclosing Party ; or ( d ) is developed by the receiving Party independently of, andwithout reference to or use of, the information received from the disclosing Party . The terms and conditions of thisAgreement and confidential information disclosed by either Party directly or through its Affiliates or otherrepresentatives to the other Party pursuant to the Confidentiality Agreement shall be deemed as ConfidentialInformation hereunder