definiens: means : ( a ) all tangible embodiments ofTechnology produced or discovered by a Party, or jointly by one or more Partiesunder the Technology Alliance Program, and all information concerning the termsof this Agreement, and ( b ) with respect to a Party ( the ), allinformation, Technology and Proprietary Materials which are disclosed by anotherParty ( the ) to the Receiving Party hereunder or to any of itsemployees, consultants, or Affiliates ; except to the extent that theinformation, ( i ) as of the date of disclosure is demonstrably known to theReceiving Party or its Affiliates, as shown by written documentation, other thanby virtue of a prior confidential disclosure to such Party or its Affiliates;(ii ) as of the date of disclosure is in, or subsequently enters, the publicdomain, through no fault or omission of the Receiving Party, or any of itsAffiliates ; ( iii ) is obtained from a third party having a lawful right to makesuch disclosure free from any obligation of confidentiality to the DisclosingParty ; or ( iv ) is independently developed by or for the Receiving Party withoutreference to or reliance upon any Confidential Information of the DisclosingParty as demonstrated by competent written records