definiens: means all information of a confidential or proprietary nature disclosed by or on behalf of a Party to theother Party under this Agreement, which may include any such information related to any scientific, clinical, engineering, manufacturing, marketing, financial, or personnel matters relating to a Party, or related to a Party ’s present or future products, sales, suppliers, customers, employees, investors, business plans, Know - How, Regulatory Materials, data, compounds, research projects, work in progress, futuredevelopments or business, in all such cases whether disclosed in oral, written, graphic or electronic form, and whether or not specificallymarked as confidential or proprietary, where under the circumstances in which such disclosure was made or given the nature of informationdisclosed, a reasonable person would consider such information confidential ; provided, however, - 8 -that in any event, the term of a Party ( as disclosing Party ) excludes any particular information that ( a ) is known byreceiving Party ( or its Affiliate ) at the time of disclosure, and not through a prior disclosure by or on behalf of the disclosing Party, asdocumented by written records ; ( b ) is or becomes properly in the public domain through no fault of the receiving Party ; ( c ) is subsequentlyrightfully disclosed to the receiving Party by a Third Party who is not directly or indirectly under an obligation of confidentiality to the disclosingParty, as documented by written records ; or ( d ) is developed by the receiving Party independently of, and without reference to or use of, Confidential Information received from or on behalf of the disclosing Party as documented by written records . The term of a party includes information disclosed as Confidential Information by or on behalf of either Party pursuant to the ConfidentialityAgreement