definiens: means all Intellectual Property Rights and confidential facts relating to the business and aff airs of a Party or any of its Affiliates, including financial information, business opportunities, information re lating to pharmaceutical Products of any nature wha tsoever, know - how, and compilations of information in any fo rm whatsoever ; provided, however, that shall not include any information that ( a ) was alr eady in the public domain at the time of disclosure ; ( b ) becomes part of the public domain t hrough no action or omission of the receiving Party after disclosure to the receiving Party ; ( c ) was already lawfully known to the receiving Party, other than u nder an obligation of confidentiality to the disclosing Par ty, at the time of the disclosure by the other Part y, as shown by documentary evidence ; ( d ) was independently discove red or developed by the receiving Party without the use of Confidential Information belonging to the disclosin g Party as shown by pre - existing proof ; or ( e ) was disclosed to the receiving Party, other than under an obligat ion of confidentiality to which a third party was s ubject, by a third party who had no obligation to the disclosing Party not to disclose such information to others, as shown by independent proof