definiens: means all information, data, know -how and all oth er business, technical and financial data disclosed pursuant to the terms of the Confidential Disclosure Agreement between the parties dated August 8, 2002 or hereunder by one party or any of its AFFILIATES to the other party or any of its AFFILIATES, exce pt any portion thereof which : ( i ) at the time of disclosure, is in the public knowledge ; ( ii ) after disclosure, becomes part of the public knowledge by publication or otherwise, except by breach of this AGREEMENT by the recipient ; ( iii ) the recipient can demonstrate by its written records was in the recipient ’s possession at the time of such disclosure, and which was not acquired, directly or indirectly, from the disclosing party ; ( iv ) is lawfully disclosed to the recipient on a non -confidential basis by a third party who is not obligated to the disclosing party or any other third party to retain it in confidence ; Page 2 of 35 ( v ) results from research and development by the recipient independent of such disclosure and can be so documented in writing ; or ( vi ) is required to be disclosed by legal process ; provided that in each such case the party so disclosing information timel y informs the other party and uses its best efforts to limit the disclosure and maintain confidentiality to the extent possible and permits the other party to attempt by appropriate legal means to limit such disclosure