definiens: means any scientific, technical, trade or business information relating to the subject matter of thisAgreement designated as confidential or which otherwise should reasonably beconstrued under the circumstances as being confidential disclosed by or onbehalf of Ramot, TAU, or any of their employees, researchers or students(including members of the TAU Team ) to Licensee, whether in oral, written, graphic or machine - readable form, except to the extent such information : ( i ) wasknown to Licensee at the time it was disclosed, other than by previousdisclosure by or on behalf of Ramot, TAU or any of their employees, researchersor students, as evidenced by Licensees ' written records at the time ofdisclosure ; ( ii ) is at the time of disclosure or later becomes publicly knownunder circumstances involving no breach of this Agreement ; ( iii ) is lawfully andin good faith made available to Licensee by a third party who is not subject toobligations of confidentiality to Ramot or TAU with respect to such information;or ( iv ) is independently developed by Licensee without the use of or referenceto the Confidential Information, as demonstrated by documentary evidence