definiens: shall mean any and all non - public andproprietary information, data or Know - How, whether technical or non - technical, oral or written, that is disclosed by oneParty or its Affiliates ( ) to the other Party or its Affiliates ( ) in connection with thisAgreement . Notwithstanding the foregoing, Confidential Information shall not include any information, data orKnow - How that verifiably:(a ) was generally available to the public at the time of disclosure hereunder or becomes generally availableto the public after disclosure hereunder, other than through fault ( whether by action or inaction ) or negligence of theReceiving Party or its Permitted Recipients as defined in Section 17.2.4;(b ) can be evidenced by the Receiving Party ’s written records to have been already known to the ReceivingParty prior to its receipt from the Disclosing Party;(c ) is obtained at any time lawfully by the Receiving Party from a Third Party or, in case of MAGENTA, froma Sublicensee, under circumstances permitting its use or disclosure;(d ) is developed independently by the Receiving Party as evidenced by written records other than throughknowledge of Confidential Information ; or(e ) is approved in writing by the Disclosing Party for release by the Receiving Party