definiens: means ( a ) all trade secrets or confidential or pr oprietary information or tangiblematerials of the disclosing Party or its Affiliates provided or disclosed to the other Party or any of its Affiliatespursuant to this Agreement or any Related Agreement, ( b ) ( as defined in the Prior CDA ) thatwas disclosed by a Party or any of its Affiliates t o the other Party or any of its Affiliates under th e Prior CDA, and(c ) the terms and conditions of this Agreement ; pro vided, however, that Confidential Information shall not includeinformation that:(i ) has been published by a Third Party or otherwis e is or hereafter becomes part of the publicdomain by public use, publication, general knowledg e or the like through no wrongful act, fault or neg ligence on thepart of the receiving Party or its Affiliates;(ii ) has been in the receiving Party ’s or its Affil iates possession prior to disclosure by thedisclosing Party without any obligation of confiden tiality with respect to such information ( as eviden ced by thereceiving Party ’s or such Affiliate ’s written recor ds or other competent evidence);(iii ) is subsequently received by the receiving Par ty or its Affiliate from a Third Party withoutrestriction and without breach of any agreement bet ween such Third Party and the disclosing Party;(iv ) that is generally made available to Third Part ies by the disclosing Party without restriction ondisclosure ; or(v ) has been independently developed by or for the receiving Party or its Affiliates withoutreference to, or use or disclosure of, the disclosi ng Party ’s Confidential Information ( as evidenced b y the receivingParty ’s or such Affiliate ’s written records or othe r competent evidence);provided, further, however, that clauses ( ii ) through ( v ) above can not be app lied to the terms and conditions ofthis Agreement