definiens: shall mean ( i ) all information and materials, rece ived by either Party from the other Party pursuant to this Agreeme nt and ( ii ) all information and materials disclosed pursuant to the Confidential Disclosure Agreements and/or the M aterial Transfer Agreements, in each case other than that portion of such information or materials that : 2 ( a ) is publicly disclosed by the disclosing Party, eith er before or after it becomes known to the receiving Party ; ( b ) was known to the receiving Party, without obligatio n to keep it confidential, prior to when it was received from the disclosing Party, as evidenced by competent written proof ; ( c ) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it co nfidential ; ( d ) has been publicly disclosed other than by the discl osing Party and without breach of an obligation of confidentiality with respect there to ; or ( e ) has been independently developed by the receiving P arty without the aid, application or use of Confidential Information, as evidenced by competent written proof