definiens: means ( a ) with respect to [COMPANY], all tangible embodiments of [COMPANY] Technology,(b ) with respect to MERCK, all tangible embodiments of MERCK Technology and ( c ) with respect to each Party, ( i ) all tangible embodiments ofJoint Technology and ( ii ) all information, Technology and Proprietary Materials disclosed or provided by or on behalf of such Party ( the ) to the other Party ( the ) or to any of the receiving Party ’s employees, consultants, Affiliates or sublicensees;provided, that, none of the foregoing shall be Confidential Information if : ( A ) as of the date of disclosure, it is known to the receiving Party or itsAffiliates as demonstrated by contemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to suchreceiving Party ; ( B ) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of thereceiving Party ; ( C ) it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosure free from any obligationof confidentiality to the disclosing Party ; or ( D ) it is independently developed by or for the receiving Party without reference to or use of anyConfidential Information of the disclosing Party as demonstrated by contemporaneous credible written documentation