definiens: means any and all information disclosed to or obtained by the Parties pursuant to or inconnection with the negotiation, execution, delivery and performance of this Agreement or the consummation of thetransactions contemplated hereby and any and all information regarding, related to, or associated with any or all elements ofthis Agreement including the Licensed Patents ; provided, however, that Confidential Information will not include informationthat : ( i ) at the time of disclosure is in the public domain ; ( ii ) after disclosure becomes part of the public domain, exceptthrough breach of this Agreement ; ( iii ) a Party can demonstrate by reasonable proof was in its possession prior to the time ofdisclosure by the other Party hereunder, and was not acquired directly or indirectly from the other Party ; ( iv ) a Party candemonstrate by reasonable proof was developed by or on behalf of such Party independent of and without reference to theother Party ’s Confidential Information ; or ( v ) becomes available to a Party from a Third Party who did not acquire suchinformation directly or indirectly from the other Party and who is not otherwise prohibited from disclosing such information