definiens: means with respect to each Party, all information, Technology and ProprietaryMaterials that is ( i ) TG Background Technology, in the case of TG and ( ii ) Licensed Technology, in the case of LICENSOR, and, that, in any case, is disclosed or provided by or on behalf of such Party ( the ) to the other Party ( the ) or to any of the Receiving Party ’s employees, consultants, Affiliates or sublicensees ; provided, that, none of the foregoing shall be Confidential Information if : ( A ) as of the date of disclosure, it is known to the Receiving Partyor its Affiliates as demonstrated by contemporaneous written documentation maintained in the ordinary course of business, other than by virtue of a prior confidential disclosure to such Receiving Party ; ( B ) as of the date of disclosure it is in thepublic domain, or it subsequently enters the public domain through no fault of the Receiving Party ; ( C ) it is obtained by theReceiving Party from a Third Party having a lawful right to make such disclosure free from any obligation of confidentialityto the Disclosing Party ; or ( D ) it is independently developed by or for the Receiving Party without reference to or use of anyConfidential Information of the Disclosing Party as demonstrated by contemporaneous written documentation maintained inthe ordinary course of business . For purposes of clarity, ( a ) unless excluded from Confidential Information pursuant to thepreceding sentence, any scientific, technical, manufacturing or financial information of a Party that is disclosed through anyreport ( including any audit report ) shall constitute Confidential Information of the Disclosing Party ; ( b ) all Clinical Dataproduced by TG in connection with the Development of a Compound or Product and/or in the conduct of Clinical Trialsshall be Confidential Information of TG ; and ( c ) any combination of Confidential Information shall not be considered in thepublic domain or in the possession of the Receiving Party merely because individual elements of such ConfidentialInformation are in the public domain or in the possession of the Receiving Party unless the combination and its principlesare in the public domain or in the possession of the Receiving Party