definiens: means information of a confidential or proprietary nature disclosed by aParty to the other Party hereunder, whether disclosed in oral, written, graphic or electronic form, in connection withthis Agreement or the performance of its obligations hereunder, including any such information related to anyscientific, clinical, engineering, manufacturing, marketing, financial or personnel matters relating to a Party, or relatedto a Party ’s present or future products, sales, suppliers, customers, employees, investors, business plans, Know - How, regulatory filings, data, compounds, research projects, work in progress, future developments or business, in allsuch cases whether disclosed in oral, written, graphic or electronic form, and whether or not specifically marked asconfidential or proprietary, where under the circumstances in which such disclosure was made or the nature ofinformation disclosed, such information would be reasonably expected to be confidential by the disclosing party;provided, however, that in any event, Confidential Information excludes any information that ( a ) is known by recipientat the time of its receipt, and not through a prior disclosure by or on behalf of the disclosing Party, as documented bycontemporaneous business records ; ( b ) is or becomes properly in the public domain through no fault of the recipient;(c ) is subsequently disclosed to the recipient by a Third Party who may lawfully do so and is not directly or indirectlyunder an obligation of confidentiality to the disclosing Party, as documented by written business records in existenceprior to the receipt of such information from the disclosing Party ; or ( d ) is developed by the recipient independently of, and without reference to or use of, the information received from the disclosing Party