definiens: means ( a ) with respect to [COMPANY], all information, Know -How and Proprietary Materials that are Licensed Know -How, Licensed Patent Rights or [COMPANY] Materials ; and ( b ) with respect to [COMPANY], ( i ) all New Licensed Compound -Specific Patent Rights and/or New Licensed Compound -Specific Know -How, and ( ii ) all [COMPANY] Program Know -How and all information, Know -How and Proprietary Materials that are [COMPANY] Background Know -How or [COMPANY] Materials that are, in any case, disclosed or provided by or on behalf of a Party ( the ) to the other Party ( the ) or to any of the Receiving Party ’s employees, consultants or Affiliates, including all C onfidential Information disclosed under the Confidential Disclosure Agreement by and between the Parties with the effective date of 8 April 2014 ; provided, that, none of the foregoing shall be Confidential Information if : ( 1 ) as of the date of disclosure, it is known to the Receiving Party or its Affiliates as demonstrated by contemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to such Receiving Party ; ( 2 ) as of the date of disclosure it is in the public do main, or it subsequently enters the public domain through no fault of the Receiving Party ; ( 3 ) it is obtained by the Receiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to the Disclos ing Party ; or ( 4 ) it is independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party as demonstrated by contemporaneous 4 Confidential Information omitted and filed separately wit h the Securities and Exchange Commission . Five asterisks denote omissions