definiens: shall mean ( a ) all proprietary information a nd materials, patentable or otherwise, of a Party which is disclosed by or on behalf of such Party to the other Party, including, but not limited to formulations, techniques, methodology, equipment, data, reports, Know -How, preclinical and clinical trials and the results thereof, sources of supply, patent positions and business plans, including any negative developments, and ( b ) any other information designated by the disclosing Party to the other Party as confidential or proprietary, whether or not related to the Project ; provided however, Confidential Information shall not include information disclosed which : ( i ) was known or used by the receiving Party prior to its date of disclosure to the receiving Party, as evidenced by the prior written records of the receiving Party ; or ( ii ) either before or after the date of the disclosure to the receiving Party is lawfully disclosed without restriction on disclosure to the receiving Party by an independent, unaffiliated third party rightfully in possession of the Co nfidential Information ; or ( iii ) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public through no fault or omission on the part of the receiving Party ; or ( iv ) is required to be disclose d by the receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that the receiving Party provides prior written notice of such disclosure to the other Party and takes reasonabl e and lawful actions to avoid and/or minimize the degree of such disclosure