definiens: means ( i ) all information and materials ( of whateve r kind and in whatever form or medium ) disclosed by or on behalf of a Party to the other Party ( or its designee ) in connection with this Agreement, including any Licensed Know - Ho w, whether prior to or during the Term and whether provided orally, electronically, visually, or in wr iting ; ( ii ) all copies of the information and mater ials described in ( i ) above ; and ( iii ) the existence and each of the terms and conditions of this Agreement . Confidentia l Information shall not include, to the extent a Part y can demonstrate, through its contemporaneous writ ten records, information and materials ( a ) known to the receiving Party, or in the public domain, at the t ime of its receipt by a Party, or which thereafter becomes par t of the public domain other than by virtue of a br each of this Agreement or the obligations of confidentiality und er this Agreement ; ( b ) received without an obligati on of confidentiality from a Third Party having the right to disclose without restrictions such information ; ( c ) independently developed by the receiving Party without use of or reference to Confidential Informa tion disclosed by the other Party as evidenced by writte n records ; and ( d ) released from the restrictions s et forth in this Agreement by the express prior written consent of the disclosing Party