definiens: means all Intellectual Property Rights and confide ntial facts relating to the business and affairs of a Party or any of its Affiliates, including financial informat ion, business opportunities, information relating to pharmaceutic al products of any nature whatsoever, know - how, and compilations of information in any form whatsoever ; provided, however, that shall not include any information that ( a ) was already in the public domain at the time of disclosure ; ( b ) b ecomes part of the public domain through no action or omission of the receiving Party after disclosure to the rece iving Party ; ( c ) was already lawfully known to the receiving Par ty, other than under an obligation of confidentiali ty to the disclosing Party, at the time of the disclosure by the other Party, as shown by documentary evidence ; ( d ) was independently discovered or developed by the receiv ing Party without the use of Confidential Informati on belonging to the disclosing Party as shown by pre - e xisting proof ; or ( e ) was disclosed to the receivin g Party, other than under an obligation of confidentiality t o which a third party was subject, by a third party who had no obligation to the disclosing Party not to disclose such information to others, as shown by independent proof