definiens: means any scientific, technical, trade or business information relating to the subject matter of this Agreement designated as confidentia l or which otherwise should reasonably be construed under the circumstances as being confidential disclosed by or on behalf of Licensor, [COMPANY] or any of their employees, researchers or students to Company, whether in oral, written, graphic or machine -readable form, except to the extent such information : ( i ) was known to Company at the time it was disclosed, other than by previous disclosure by or on behalf of Licensor, [COMPANY] or any of their employees, researchers to students ; ( ii ) is at the time of di sclosure or later becomes publicly known under circumstances involving no breach of this Agreement ; ( iii ) is lawfully and in good faith made available to Company by a third party who is not subject to obligations of confidentiality to Licensor, or [COMPANY] with respect to such information ; or ( iv ) is independently developed by Company without the use of or reference to the Licensor Confidential Information