definiens: means all information and know - how and any tangible embodiments thereof provided byor on behalf of one Party to the other Party or an Affiliate thereof either in connection with the discussions andnegotiations pertaining to this Agreement or in the course of performing under this Agreement, which may includedata, knowledge, practices, processes, ideas, research plans, formulation or manufacturing processes andtechniques, scientific, manufacturing, marketing and business plans, and financial and personnel matters relating tothe disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors orbusiness, and information, strategies and other matters relating to regulatory filings ( including pursuant to anysecurities law, regulation or rule ) ; provided, that, information or know - how of a Party will not be deemed ConfidentialInformation of such Party for purposes of this Agreement if such information or know - how : ( a ) was already known tothe receiving Party, other than under an obligation of confidentiality or non - use, at the time of disclosure to suchreceiving Party, as can be shown by written records ; ( b ) was generally available or known to parties reasonably skilledin the field to which such information or know - how pertains, or was otherwise part of the public domain, at the time ofits disclosure to such receiving Party ; ( c ) became generally available or known to parties reasonably skilled in thefield to which such information or know - how pertains, or otherwise became part of the public domain, 5after its disclosure to such receiving Party through no fault of the receiving Party ; ( d ) was disclosed to such receivingParty, other than under an obligation of confidentiality or non - use, by a Third Party who had no obligation to thedisclosing Party not to disclose such information or know - how to others, as can be shown by written records ; or ( e)was independently discovered or developed by such receiving Party, as can be shown by its written records, withoutthe use or benefit of, or reliance on, Confidential Information of the disclosing Party . Notwithstanding anything to thecontrary, and regardless of which Party or Affiliate thereof first discloses any information concerning Collegium BEMAImprovements to the other Party or any Affiliate thereof, any information related to Collegium BEMA Improvementsshall be the Confidential Information of BDSI, and BDSI shall be deemed the disclosing Party, and Collegium thereceiving Party, with respect to such Confidential Information