definiens: means ( i ) in the case of Council, Council Know - How and financial orother non - scientific or non - technical business information regarding Council or its Affiliates made available toLICENSEE, Program Improvements, and any and all know - how and information relating to the Licensed Product or theuse, development, manufacturing, or Commercialization of any of the foregoing ; ( ii ) in the case of LICENSEE, allknow - how and information relating to LICENSEE products other than the Licensed Product ( whether commercializedor in development ), or the use, development, manufacturing, or Commercialization of any of the foregoing ; and ( iii ) inthe case of either Party, clinical or regulatory affairs, and financial or other non - scientific or non - technical businessinformation regarding such Party or its Affiliates or its sublicensees made available to the other Party ; and in eachcase, which is owned or Controlled by the applicable Party hereto or any of its Affiliates . Confidential Information mayexist in written, electronic or graphic form and may be disclosed orally . Notwithstanding the foregoing, ConfidentialInformation will not include : ( a ) information which is or becomes part of the public domain through no breach ofthis Agreement by the recipient or any of its Affiliates ; ( b ) information which the recipient can demonstrate by its written records was knownby the recipient or any of its Affiliates prior to the disclosure thereof by the disclosing Party ; ( c ) information which is independently developed by the recipient or any of itsAffiliates, so long as such development does not result from use of Confidential Information of the other Party, andsuch independent development can be demonstrated by written records of the Party claiming such independentdevelopment or any of its Affiliates ; and ( d ) information that becomes available to the receiving Party or its Affiliates on a non - confidential basis, whether directly or indirectly, from a Third Party who is not bound by a duty of confidentiality to thenon - disclosing party