definiens: means, with respect to a Party, all Information that either ( x ) such Party or its Affiliatesdisclose to the other Party or its Affiliates pursuant to this Agreement, or ( y ) that such Party or its Affiliates disclosed to theother Party pursuant to the Non - Disclosure Agreement entered into by API and Ambit [ … * * * … ], whether disclosed orally, visually, in writing or in any tangible or electronic form or media . Confidential Information may, but will not necessarily, bemarked or the equivalent . For clarity, the Ambit Know - How, the Ambit Program Know - How and AmbitMaterials are the Confidential Information of Ambit and the [COMPANY] Know - How and the [COMPANY] Program Know - How are theConfidential Information of [COMPANY] . The Joint Program Know - How shall be deemed the Confidential Information of both * * * Confidential Treatment Requested 6 CONFIDENTIALParties . However, specific Information shall not be considered Confidential Information to the extent that the Party receivingsuch Information can demonstrate that such Information:(a ) Is publicly disclosed or in the public domain, through no fault of the receiving Party or its Affiliates, either before orafter it becomes known to the receiving Party or its Affiliates ; or(b ) Except in the case of Joint Program Know - How, was known to the receiving Party or its Affiliates prior to disclosureby the disclosing Party, which knowledge was acquired independently and not from the disclosing Party or its Affiliateshereto, as evidenced by the written records of the receiving Party or its Affiliates ; or(c ) Is subsequently disclosed to the receiving Party in good faith by a Third Party who has a right to make suchdisclosure ; or(d ) Except in the case of Joint Program Know - How, was developed by receiving Party or its Affiliates independently ofand without access to the disclosing Party ’s and its Affiliates ’ Confidential Information, as evidenced by the receivingParty ’s or its Affiliate ’s written records