definiens: means, with respect to any specified person, any ot her person that directly controls, is controlled by, or is under common control with, such specified person . For the purp oses of this Article 1.1(a ), shall mean : ( i ) in the case of corporate entities, the direct or in direct ownership of at least 50 % of the stock or participating shares entitled to vote in t he general meeting of shareholders, and 2 File No . 18 -0014 ( ii ) in the case of a partnership or other legal entity, ownership of at least 50 % interest in the income or at least a 50 % interest in the power to d irect the management or policies of such entity ; ( b ) means any information relating to the Technology, the ter ms and conditions of this Agreement, and any and all oral, written, electronic or other communications and other information disclosed or provided by the Assignee pursuant to this Agreement, including all business records and financial inform ation, which is non- public, confidential or proprietary in nature, whether written, oral or in electronic form, but excluding any part of the Information : ( i ) published or available to the general public otherw ise than through a breach of this Agreement ; ( ii ) obtained by UBC from a third party with a valid rig ht to disclose it, provided that said third party is not known by UBC to be under a confi dentiality obligation to the Assignee ; or ( iii ) independently developed by employees, agents or consultants of UB C who had no knowledge of or access to the Confidential Informat ion as evidenced by its business records