definiens: means all trade secrets or other proprietary information, including without limitation any proprietary data and materials ( whether or not patentable or protectable as a trade secret ), regarding a party 's technology, products, business or objectives or regarding the Licensed Product, including without limitation the terms of this Agreement . Notwithstanding the foregoing, there shall be excluded from the foregoing definition of Confidential Information any of the foregoing that : ( i ) was known by the receiving party or its Affiliates prior to its date of disclosure to the receiving party as shown by the receiving party 's written records ; or ( ii ) either before or after the date of the disclosure to the receiving party is lawfully disclosed to the receiving party or its Affiliates by a Third Party not in violation of any obligation to the disclosing party ; or 1 Confidential 001 ( iii ) either before or after the date of the disclosure to the receiving party becomes published or generally known to the public through no fault or omission on the part of the receiving party or its Affiliates ; or ( iv ) is independently developed by or for the receiving party or its Affiliates without reference to or reliance upon the Confidential Information as demonstrated by contemporaneous written records of the receiving party ; or ( v ) is required to be disclosed by the receiving party to comply with applicable laws or to comply with governmental regulations or the regulations or requirements of any internationally - recognized stock exchange including the NASDAQ, provided that the party required to make such disclosure provides prior notice of such disclosure to the other party ( and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure )