definiens: means, with respect to a Disclosing Party, any confidential or proprietary information ( including pricing ), data, materials or documents of that Party and/or its Affiliates relating to or disclosed in connection w ith this Agreement or the transactions contemplated under this Agreement and all notes, an alyses, compilations, data, translations, studies, memoranda, operating procedures or other d ocuments prepared by the Receiving Party and/or its Representatives to the extent containing or otherwise reflecting that information, data, material or documents, in each case, irrespective o f format ; provided, however, that the term does not include, and there will be no obligation under this Agreement with respect to, information, data, material or doc uments that ( a ) are or become generally available to the public, other than as a result of a disclosure by the Receiving Party and/or its Representatives in breach of this Agreement or any other commercial or confidentiality agreem ent between the Parties and/or their respective Affilia tes ( in each case, other than ( i ) specific information that is merely embraced by more general information in the public domain or in the Receiving Party ’s possession or, ( ii ) if it constit utes a combination which can be reconstructed from multiple sources in the public domain or the R eceiving Party ’s possession, none of which shows the whole Page 2 of 35 combination of the Confidential Information ), ( b ) t he Receiving Party or any of its Representatives can demonstrate by its written reco rds was or became available to the Receiving Party or that Representative from a source other th an the Disclosing Party and/or its Representatives ( in each case, provided that the so urce of that information, data, material or documents was not known by the Receiving Party or a ny of its Representatives to be bound by a confidentiality agreement with, or other contractua l, legal or fiduciary obligation of confidentiality to, the Disclosing Party and/or its Representatives with respect to that information, data, material or documents ), or ( c ) are developed independently b y the Receiving Party and/or its Representatives without reference to or use of the Confidential Information of the Disclosing Party