definiens: shall mean any proprietary information and materi al ( a ) disclosed by one Party or any of its Affiliates to the other Party or any of its Affiliates from and after the Effective Date, o r ( b ) developed by either Party or its Affiliates pursuant to this Agreement, or ( c ) any confidential information acco rding to a Product Agreement, except for information which ( i ) is already in the public domain at the time of its disclosure to the receiving Party or its Affiliates ; ( ii ) beco mes part of the public domain through no wrongful a ction or omission of the receiving Party or its Affiliates a fter disclosure to the receiving Party or any of it s Affiliates ; ( iii ) is already known to the receiving Party or its Affi liates at the time of disclosure as evidenced by th e receiving Party ’s or its Affiliates ’ written records ; or ( iv ) is independently developed by the receiving Party or its Affiliates without access or reference to the disclosing Party ’s proprietary information