definiens: means information received ( whether disclosed in w riting, machine readable form, orally or by observation ) by one Party ( the ) from the other Party ( the ) that the Receiving Party has a reasonable basis t o believe is confidential to the Disclosing Party o r is treated by the Disclosing Party as confidential, unless such information : ( a ) was known to the Receiving Party or its Affilia tes prior to receipt from the Disclosing Party, as documented in written records or publications, that lawfully are in the possession of the Receiving Pa rty or its Affiliates ; ( b ) was lawfully available to the trade or to the p ublic prior to receipt from the Disclosing Party ; ( c ) becomes lawfully available to the trade or to t he public after receipt from the Disclosing Party t hrough no act on the part of the Receiving Party or its Af filiates ; ( d ) is obtained by the Receiving Party or its Affil iates from any Third Person without an obligation o f confidentiality ; or ( e ) is independently developed by an employee, cont ractor or agent of the Receiving Party or its Affil iates, subsequent to and without access or -5- reference to the information received from the Disc losing Party, as demonstrated by contemporaneous written records