definiens: means information of a Party that is disclosed to or obtained by the other Party ( including information obtained by a Party as a result of access to the facilities of the other Party ) either prior to or during the Term, which information is non - public, confidential or proprietary in nature, including trade secrets, financial data, product information, manufacturing methods, market research data, marketing plans, identity of customers, nature and source of raw materials, product formulation and methods of producing, testing and packaging ; provided, however, that Confidential Information shall not include information of a Party that the receiving Party can demonstrate by written evidence : ( i ) is in the public domain other than as a result of a breach by such receiving Party ( or any of its Affiliates ) of its obligations of confidentiality contained herein ; ( ii ) was known by the receiving Party prior to receipt from the disclosing Party ; ( iii ) has been developed by the receiving Party independent of any Confidential Information of the other Party ; or ( iv ) was subsequently, lawfully and in good faith obtained by the receiving Party on a non - confidential basis from a Third Party that was not under an obligation to treat such information in a confidential manner and had a lawful right to make such disclosure . Without limiting the foregoing, the terms of this Agreement, including the Development Program, shall constitute of both Parties hereunder