definiens: means, with respect to a Disclosing Party, any confidential or propriet ary information ( including pricing ), data, materials or documents of that Party and/or its Affiliates relating to or disclosed in connection with this Ag reement or the transactions co ntemplated under this Agreement and all notes, analyses, compilations, da ta, translations, studies, memoranda, operating procedures or other documents prepared by the Recei ving Party and/or its Representatives to the extent containing or otherwise reflecting that info rmation, data, material or documents, in each case, irrespective of format ; provided, however, that the term does not include, and there will be no obligation under this Agreemen t with respect to, information, data, material or documents that ( a ) are or become generally availabl e to the public, other than as a result of a disclosure by the Receiving Party and/or its Repres entatives in breach of this Agreement or any other commercial or confidentiality agreement between the Parties and/or their respective Affiliates ( in each case, other than ( i ) specific information that is merely embraced by more general information in the public domain or in the Receiving Party ’s posse ssion, or ( ii ) if it constitutes a combination whic h can be reconstructed from multiple sources in the p ublic domain or the Receiving Party ’s possession, none of which shows the whole combination of the Co nfidential Information ), ( b ) the Receiving Party or any of its Representatives can demonstrate by its written records was or became available to the Receiving Party or that Representative from a s ource other than the Disclosing Party and/or its Representatives ( in each case, provided that the so urce of that information, data, material or documents was not known by the Receiving Party or a ny of its Representatives to be bound by a confidentiality agreement with, or other contractua l, legal or fiduciary obligation of confidentiality to, the Disclosing Party and/or its Representatives wit h respect to that information, data, material or documents ), or ( c ) are developed independently by t he Receiving Party and/or its Representatives without reference to or use of the Confidential Inf ormation of the Disclosing Party