definiens: means all information and know -how and any tangible or intan gible embodiments thereof provided by or on behalf of one Party ( the ) to the other Party ( the ) from time to time either in connection with the discussions and negotiations, whether in written or oral form, pertaining to this Agreement, or in the course of performing under or acting in relation to this Agreement, which may include data, knowledge, practices, processes, ideas, research plans, formulation or manufacturing processes and techniques, scientific, manufacturing, marketing and business plans, and financial and personnel matters relating to the Disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business ; provided, that, information or know -how of a Party will not be deemed Confidential Information of such Party for purposes of this Agreement if such information or know -how : ( a ) was already known to the Receiving Party, other than under an obligation of confidentiality or non -use, at the time of disclosure to s uch Receiving Party, as can be shown by written records ; ( b ) was generally available or known to parties reasonably skilled in the field to which such information or know -how pertains, or was otherwise part of the public domain, at the time of its disclosu re to such Receiving Party ; ( c ) became generally available or known to parties reasonably skilled in the field to which such information or know -how pertains, or otherwise became part of the public domain, after its disclosure to such 3 Receiving Party through no fault of the Receiving Party ; ( d ) was disclosed to such Receiving Party, other than under an obligation of confidentiality or non -use, by a Third Party who had no obligation to the Disclosing Party not to disclose such information or know -how to others, as can be shown by written records ; or ( e ) was independently discovered or developed by such Receiving Party, as can be shown by its written records, without the use or benefit of, or reliance on, Confidential Information of the Disclosing Party