definiens: means information received ( whether disclosed in writing, electronically, orally or by observation ) by one Party ( the ) from the other Party ( the ) either before the Effective Date in connection with the transactions contemplated by this Agreement, or thereafter, that the Disclosing Party reasonably considers proprietary and confidential unless in each case such information, as shown by competent evidence : ( a ) was known to the Receiving Party or to the public prior to the Disclosing Party ’s disclosure, as demonstrated by contemporaneous written records ; ( b ) became known to the public, after the Disclosing Party ’s disclosure hereunder, other than through a breach of the confidentialit y provisions of this Agreement by the Receiving Party or any Person to whom such Receiving Party disclosed such information ; ( c ) was subsequently disclosed to the Receiving Party by a Person having a legal right to disclo se, without any restrictions, such information or data ; or ( d ) was developed by the Receiving Party independently of the Disclosing Party ’s Confidential Information