definiens: of any Disclosing Party shall mean any and all information, whether communicated orally, by email or in any physical fo rm, including without limitation, financial and all other information furnished by or on behalf of the Disclo sing Party to the Receiving Party, together with su ch portions of analyses, compilations, studies, or other docume nts, prepared by or for the Receiving Party and its Representatives, which contain or are derived from information provided by Disclosing Party . Without l imiting the foregoing, information shall be deemed to be pr ovided by Disclosing Party to the extent it is lear ned or derived by Receiving Party or Receiving Party ’s Representat ives ( a ) from any inspection, examination or other review of books, records, contracts, other documentation or o perations of Disclosing Party, ( b ) from communicati ons with authorized Representatives of Disclosing Party or ( c)created, developed, gathered, prepared or otherwi se derived by Receiving Party while in discussions with Disclo sing Party . However, Confidential Information does not include any information which Receiving Party can d emonstrate ( i ) is or becomes part of the public dom ain through no fault of Receiving Party or its Representatives, ( ii ) was known by Receiving Party on a non - confide ntial basis prior to disclosure, or ( iii ) was independently dev eloped by Persons who were not given access to the Confidential Information disclosed to Receiving Party by Disclos ing Party . For clarity, Confidential Information in cludes any disclosures and information with respect to the Ass igned Rights made by the Licensee pursuant to the L icense Agreement and provided to Buyer pursuant to this Ag reement