definiens: means all information and documentation of either Party disclosed to or accessed by the other Party in connection with this Agreement, including ( 1 ) all non -public information of either Party relating to such Party ’s customers, suppliers, contractors and other third Persons identified as confide ntial by a legend on the face thereof prior to disclosure to the other Party, ( 2 ) all non -public information regarding the Licensed Products or documentation which has been identified as confidential by a legend prominently displayed on the face thereof prior to that material being made available to the other Party, ( 3 ) any other non -public information which is proprietary to either Party and which has been identified as confidential by a legend prominently displayed on the face thereof prior to that materi al being made available to the other Party, ( 4 ) 23 the terms of this Agreement and ( 5 ) any information developed by reference to or use of either Party ’s Confidential Information ; provided, however, that except to the extent otherwise provided by la w, the term shall not include information that ( a ) is independently developed or conceived by the recipient, as demonstrated by the recipient ’s written records, without reference to the disclosing Party ’s Confidential Information, ( b ) is or becomes commonly known to persons engaged in the relevant industry ( other than through unauthorized disclosure by the recipient ), ( c ) is already known by the recipient at the time of disclosure, as demonstrated by the recipient ’s written record s, and with respect to which the recipient has no obligation of confidentiality ( other than pursuant to this Agreement or any other agreements between the Parties ), or ( d ) is disclosed to the recipient by a source other than the disclosing Party, provided that such source is not known by the recipient to be prohibited from providing the information to the recipient by a confidentiality agreement with the disclosing Party or any other Person