definiens: means ( a ) all trade secrets or confidential or proprietary information ( including any tangible materials embodying any of the foregoing ) of the disclosing Party or its Affil iates provided or disclosed to the other Party or any of its Affil iates pursuant to this Agreement, ( b ) ( as defined in the Prior CDA ) that was disclosed by a Party or any of its Affiliates to the other Part y or any of its Affiliates under the Prior CDA, and ( c ) the terms a nd conditions of this Agreement ; provided, however, that Confidential Information will not include informati on that : ( i)has been published by a Third Party or otherwise is or hereafter becomes part of the public domain by public use, publication, general knowledge or the l ike through no wrongful act, fault or negligence on the part of the receiving Party or its Affiliates ; ( ii)has been in the receiving Party ’s or its Affili ates possession prior to disclosure by the disclosi ng Party without any obligation of confidentiality with resp ect to such information ( as evidenced by the receiv ing Party ’s or such Affiliate ’s written records or other competent evid ence ) ; ( iii)is subsequently received by the receiving Part y or its Affiliate from a Third Party without restr iction and without breach of any agreement between such Third Party and the disclosing Party ; or ( iv)has been independently developed by or for the receiving Party or its Affiliates without reference to, or use or disclosure of, the disclosing Party ’s Confid ential Information ( as evidenced by the receiving P arty ’s or such Affiliate ’s written records or other competent evid ence ) ; provided, further, that clauses ( ii ) through ( iv ) a bove will not apply to the terms and conditions of this Agreement