definiens: means all secret, confidential or proprietary information or data, whether provided in written, oral, graphic, video, computer, or other form, provided or transmitted by or on behalf of one Party ( the ) to the other Party ( the ), including information relating to the Disclosing Party 's existing or proposed research, Development efforts, Patent Rights, Know - How, business, finances ( including all financial information subject to review under or prepared by accountants pursuant to Section 9.11 ) or products ( including the Product training materials contemplated by Section 7.2.1, the Development Plan and the Commercialization Plans ), the terms of this Agreement and any other materials that have not been made available by the Disclosing Party to the general public . Notwithstanding the foregoing sentence, Confidential Information shall not include any information or materials that : 1.23.1 were already known to the Receiving Party ( other than under an obligation of confidentiality ) at the time of disclosure by the Disclosing Party, to the extent the Receiving Party has documentary evidence to that effect ; 1.23.2 were generally available to the public or otherwise part of the public domain at the time of disclosure by the Disclosing Party ; 1.23.3 became generally available to the public or otherwise part of the public domain after disclosure or development, as the case may be, other than through any act or omission of the Receiving Party in breach of the Receiving Party 's confidentiality obligations to the Disclosing Party ; 1.23.4 were disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others ; or 1.23.5 were independently discovered or developed, as the case may be, by or on behalf of the Receiving Party by Persons without the use of or access to the Disclosing Party 's Confidential Information, to the extent the Receiving Party has documentary evidence to that effect