definiens: means ( a ) all Know - How and any technical, scientific, trade, research, manufacturing, business, financial, marketing, product, supplier, intellectual property, and other non - public or proprietary data or information ( includingunpublished patent applications ) of any kind whether in written, oral, graphical, electronic, machine - readable or other form, whether or not marked as confidential or proprietary that aredisclosed, delivered or made available to the Receiving Party by or on behalf of theDisclosing Party, ( b ) ( as defined in the Prior CDA ) that wasdisclosed by a Party or any of its Affiliates to the other Party or any of its Affiliates orRepresentatives under the Prior CDA, and ( c ) the terms and conditions of this Agreement;provided, however, that information of a Disclosing Party will not be Confidential Informationof such Disclosing Party to the extent that the Receiving Party can demonstrate throughcompetent evidence that such information:(i ) is known by the Receiving Party or any of its Affiliates without anobligation of confidentiality at the time of its receipt from the Disclosing Party, and not througha prior disclosure by or on behalf of the Disclosing Party;(ii ) was or is generally available to the public before the Receiving Partyreceived such information from the Disclosing Party;(iii ) became generally available to the public or otherwise part of the publicdomain after its disclosure by the Disclosing Party and other than through any act oromission of the Receiving Party or any of its Affiliates or disclosees in breach of thisAgreement;(iv ) is subsequently disclosed to the Receiving Party or any of itsAffiliates without obligation of confidentiality by a Third Party who may rightfully do so and isnot under a conflicting obligation of confidentiality to the Disclosing Party ; or(v ) is developed by the Receiving Party or any of its Affiliatesindependently and without use of, reference to or reliance upon any Confidential Informationreceived from the Disclosing Party