definiens: means all information and any tangible embodimentsthereof provided by or on behalf of the Disclosing Party to the Receiving Party or to the Receiving Party’sRepresentatives either in connection with the discussions and negotiations pertaining to the Transaction Documentsor in the course of performing the Transaction Documents, including without limitation : know - how ; data ; knowledge;practices ; processes ; research and development plans ; engineering designs and drawings ; research data;manufacturing processes and techniques ; scientific, manufacturing, marketing and business plans ; and financial andpersonnel matters relating to the Disclosing Party or to its present or future products, sales, suppliers, customers, employees, consultants, independent contractors, investors or business ; regardless of whether any of the foregoingare marked or or communicated to the other by the Disclosing Party in oral, written, graphicor electronic form . Notwithstanding the foregoing, information of a Party will not be deemed Confidential Information tothe extent that the Receiving Party can show by competent proof that such information : ( i ) is or becomes generally available to the public other than as a result of anunauthorized disclosure by the Receiving Party or its Representatives ; ( ii ) was available to the Receiving Party or its Representatives on a non - confidential basis prior to its disclosure by the Disclosing Party or its Representatives ; ( iii ) is or becomes available to the Receiving Party or its Representatives from aPerson, other than the Disclosing Party or its Representatives, 3 who is not bound by a confidentiality obligation to the Disclosing Party or its Representatives ; or ( iv ) is independently developed by the Receiving Party or its Representativeswithout reference to or use of any Confidential Information of the Disclosing Party