definiens: means ( a ) all trade secrets or confidential orproprietary information or tangible materials of the disclosing Party or its Affiliates provided ordisclosed to the other Party or any of its Affiliates pursuant to this Agreement, ( b ) ( as defined in the Prior CDA ) that was disclosed by a Party or any of its Affiliates to theother Party or any of its Affiliates under the Prior CDA, and ( c ) the terms and conditions of thisAgreement ; provided, however, that Confidential Information will not include information that:(i)has been published by a Third Party or otherwise is or hereafter becomes part ofthe public domain by public use, publication, general knowledge or the like through no wrongfulact, fault or negligence on the part of the receiving Party or its Affiliates;(ii)has been in the receiving Party ’s or its Affiliates possession prior to disclosure bythe disclosing Party without any obligation of confidentiality with respect to such information ( asevidenced by the receiving Party ’s or such Affiliate ’s written records or other competent evidence);(iii)is subsequently received by the receiving Party or its Affiliate from a Third Partywithout restriction and without breach of any agreement between such Third Party and thedisclosing Party ; or(iv)has been independently developed by or for the receiving Party or its Affiliateswithout reference to, or use or disclosure of, the disclosing Party ’s Confidential Information ( asevidenced by the receiving Party ’s or such Affiliate ’s written records or other competent evidence);provided, further, that clauses ( ii ) through ( iv ) above will not apply to the terms andconditions of this Agreement