definiens: means any and all information disclosed to or obtained by Recipient pursuant to or in connection with the negotiation, execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby and any and all information regarding, related to, or associated with any or all elements of this Agreement, including the Product or each Party 's operations, that is disclosed by the Disclosing Party to the Recipient ; provided, however, that Confidential Information will not include information which : ( a ) at the time of disclosure is in the public domain ; ( b ) after disclosure 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 hereunder, and was not acquired directly or indirectly from the Disclosing Party ; ( d ) the Recipient can demonstrate by reasonable proof was developed by or on behalf of Recipient independent of and without reference to the Disclosing 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 Disclosing Party and who is not otherwise prohibited from disclosing such information