definiens: means any and all information disclosed to or obt ained by Recipient pursuant to or in connection with the negotiation, execution, delivery and performance of this Agreeme nt or the consummation of the transactions contemplated hereb y and any and all information regarding, related to, or associated with any or all elements of this Agreeme nt, including Licensed Products or each Party ’s ope rations, that is disclosed by the Disclosing Party to the Re cipient ; provided, however, that Confidential Information will not include information which : ( a ) at the time of d isclosure is in the public domain ; ( b ) after disclo sure becomes part of the public domain, except through breach of this Agreement ; ( c ) the Recipient can demonstrate by reasonable proof was in its possession prior to the time of disclosure by the Disclosing Party hereund er, and was not acquired directly or indirectly from the Disclo sing Party ; ( d ) the Recipient can demonstrate by re asonable proof was developed by or on behalf of Recipient in dependent of and without reference to the Disclosin g Party ’s Confidential Information ; or ( e ) becomes available to Recipient from a Third Party who did not acquire such information directly or indirectly from the Disclos ing Party and who is not otherwise prohibited from disclosing such information