definiens: means any confidential or proprietary information or materials, patentable or otherwise, in any form ( written, oral, photographic, electronic, magnetic, or otherwise ) which is disclosed by the Disclosing Party or otherwise received or accessed by theReceiving Party in the course of performing its obligations or exercising its rights under this Agreement, including trade secrets, Know - How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the past, present and futuremarketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Partyor its Affiliates and the pricing thereof . does not include information that : 4CONFIDENTIAL ( a)was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, orlearned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or itsAffiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual useby the Receiving Party or its Affiliates ; ( b)was generally available to the public or otherwise part of the public domain at the time of its disclosure to the ReceivingParty or its Affiliates ; ( c)became generally available to the public or otherwise part of the public domain after its disclosure and other than throughany act or omission of the Receiving Party or its Affiliates in breach of this Agreement ; or ( d)was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party whohad no obligation to the Disclosing Party or its Affiliates not to disclose such information to others