definiens: means any confidential or proprietary information or materials, patentable or otherwise, in anyform ( written, oral, photographic, electronic, magnetic, or otherwise ) which is disclosed by the Disclosing Party or otherwisereceived or accessed by the Receiving Party in the course of performing its obligations or exercising its rights under thisAgreement, including trade secrets, Know - How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the past, present and future marketing, financial, and research and developmentactivities of any product or potential product or useful technology of the Disclosing Party or its Affiliates and the pricingthereof . does not include information that : ( a ) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to thetime it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwisedeveloped independently by the Receiving Party or its Affiliates, as evidenced by 96 written records kept in the ordinary course of business, or other documentary proof of actual useby the Receiving Party or its Affiliates ; ( a ) was generally available to the public or otherwise part of the public domain at the time of itsdisclosure to the Receiving Party or its Affiliates ; ( b ) became generally available to the public or otherwise part of the public domain after its disclosureand other than through any act or omission of the Receiving Party or its Affiliates in breach of thisAgreement ; or ( c ) was disclosed to the Receiving Party or its Affiliates, other than under an obligation ofconfidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates notto disclose such information to others