definiens: means all information of a confidential or propriet ary nature disclosed by or on behalf of a Party to the other P arty under this Agreement, which may include any su ch information related to any scientific, clinical, en gineering, manufacturing, marketing, financial, or personnel matters relating to a Party, or related to a Party ’ s present or future products, sales, suppliers, cus tomers, employees, investors, business plans, Know - How, regulatory fil ings, data, compounds, research projects, work in p rogress, future developments or business, in all such cases whether disclosed in oral, written, graphic or elec tronic form, and whether or not specifically marked as confident ial or proprietary, where under the circumstances i n which such disclosure was made or given the nature of inf ormation disclosed, a reasonable person would consi der such information confidential ; provided, however, that i n any event, the term of a Party ( as disclosing Party ) excludes any particular informati on that ( a ) is known by receiving Party ( or its Aff iliate ) at the time of disclosure, and not through a prior disclos ure by or on behalf of the disclosing Party, as doc umented by written records ; ( b ) is or becomes properly in the public domain through no fault of the receiving Par ty ; ( c ) is subsequently rightfully disclosed to the receiving Party by a Third Party who is not directly or indir ectly under an obligation of confidentiality to the disclosing Par ty, as documented by written records ; or ( d ) is dev eloped by the receiving Party independently of, and without refer ence to or use of, Confidential Information receive d from or on behalf of the disclosing Party as documented by wri tten records . The term o f a party includes information disclosed as Confidential Info rmation by or on behalf of either Party pursuant to the Confidentiality Agreement . 1.33 or means, with respect to any Know - How, Patent, or oth er intellectual property right, that the applicable Party ( or its A ffiliate ) owns or has a license ( or sublicense ) ( bu t without taking into account any rights granted by one Party to the other Party under the terms of this Agreement ) to or under such Know - How, Patent, or other intellectual property ri ght and has the legal authority and right to grant access, a license, or a sublicense of or otherwise transfer o r grant the right to the other Party as set forth u nder this Agreement under such Know - How, Patent, or other intellectual property rights, or to otherwise disclose proprieta ry or trade secret information to such other Party, without bre aching the terms of any agreement with a Third Part y, or misappropriating the proprietary or trade secret in formation of a Third Party