definiens: means all information and know - how and any tangible or intangible embodiments thereofprovided by or on behalf of the Disclosing Party to the Receiving Party from time to time either in connection with thediscussions and negotiations, whether in written or oral form, pertaining to this Agreement, or in the course of performingunder or acting in Page 2 of 60ststEXECUTION COPY relation to this Agreement, which may include data, knowledge, practices, processes, ideas, research plans, formulation ormanufacturing processes and techniques, scientific, manufacturing, marketing and business plans, and financial and personnelmatters relating to the Disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors orbusiness ; provided, that, information or know - how of a Party will not be deemed Confidential Information of such Party forpurposes of this Agreement if such information or know - how : ( a ) was already known to the Receiving Party, other than underan obligation of confidentiality or non - use, at the time of disclosure to such Receiving Party, as can be shown by writtenrecords ; ( b ) was generally available or known to parties reasonably skilled in the field to which such information or know - howpertains, or was otherwise part of the public domain, at the time of its disclosure to such Receiving Party ; ( c ) became generallyavailable or known to parties reasonably skilled in the field to which such information or know - how pertains, or otherwisebecame part of the public domain, after its disclosure to such Receiving Party through no fault of the Receiving Party ; ( d ) wasdisclosed to such Receiving Party, other than under an obligation of confidentiality or non - use, by a Third Party who had noobligation to the Disclosing Party not to disclose such information or know - how to others, as can be shown by written records;or ( e ) was independently discovered or developed by such Receiving Party, as can be shown by its written records, without theuse or benefit of, or reliance on, Confidential Information belonging to the Disclosing Party . Notwithstanding anything to thecontrary, ( a ) Compound Data, Cempra Inventions, and information related to either of the foregoing ( or any intellectualproperty rights related to either of the foregoing ) and ( b ) any information disclosed by Cempra ( or generated by Manufacturer)under ( I ) that certain Confidential Disclosure Agreement, dated November 11, 2008, between [COMPANY] Limited and Cempra(the ), ( II ) that certain Work Order, dated February 18, 2011 between Cempra and [COMPANY] Limited ( the ), or ( III ) that certain Quality Agreement for Supply of CEM-101 for Clinical Trials, executed February 23, 2010, betweenCempra and [COMPANY], Ltd ( the ) shall be deemed Cempra ’s Confidential Information ( and Cempra theDisclosing Party, and Manufacturer the Receiving Party, with respect thereto ), notwithstanding the fact that such informationmay be or was generated by Manufacturer and/or first disclosed by Manufacturer to Cempra