definiens: means information which is cunfideotial or proprietary to the Disclm;ing Party, inchlding know - how, scicotifie information, the t('fJTlS of this AlP'CCfficot or any other Trtlnsaction Document, clinical data, emeaey and ilafl1y datil, advent even ! informalion, formulas, methods and processes . s(X)Cilica lions, pricmg infonnlll1on ( irn::luding disoounts, rebates and other price adjustments ) IIIld other tcmlJl iIlld conditions of sales . eustomcr information, business plans and all oth~'T intellectual property ; nrovjdcsi, however . thlll Confidential Information shall oot include the following : ( I ) ; nformnlion of II Disclosing I'any that is koown 10 a Reeeiving Pany or its Affiliates prior to the lime of disclosure to it . to the extent evidenced by wnUcn records or other compctell1 proof, unless a propnl'lMy intercst in such mformation is ITlUlsferred to the Disclosmg Pany pu ~ uanl to this Agra .,nl'Tlt or any Olhcr, Tnmsaction Document ; ( ii ) infonnulion, hat is indcp<:ndently developed by < '' ' I1lployces, agents or independcnt contractors of a Rcc<:iving Party or its Affiliates without reference to or rcliWlce upon the infonnation furnished by the Disclosing Party . as evidenced by wrillen records lIr other competCtlt proof, unless a proprietary interest in such infonnation is tnmsfcrred to the Disclosing Pany pursuant to this Agruentcnt or any other Trunsaction Document : ( iii ) infonnation disclosed to a Receiving Pany or its Affilintes by a thml Person that has a right to make such disclosure : ; or ( iv ) any other infonnalion that is or becomes part of the public domain through no fault or negligence oflhe Receiving Pany