definiens: means Intellectual Property ( as defined below ) disclosed ( whether before or during the term of this Agreement ) by or on behalf of one of the parties ( the ) to the other party ( the ), generated under this Agreement, or otherWise learned by the receiving party from the disclosing party, excluding information which : ( a ) was already in the possession of the receiving party prior to its original receipt from the disclosing party ( provided that the receiving party is able to provide the disclosing party with written proof thereof and, if received from a third party, that such information was acquired without any party 's breach of a confidentiality or non - disclosure obligation to the disclosing party related to such information ) ; ( b ) is or becomes part of the public domain by reason of acts not attributable to the receiving party ; ( c ) is or becomes available to the receiving party from a source other than the disclosing party which source has rightfully obtained such information and has no direct or indirect obligation of non - disclosure or confidentiality to the disclosing party with respect thereto ; or ( d ) has been independently developed by or for the receiving party without breach of this Agreement or use of any Confidential Information of the other party ( provided that the receiving party is able to provide the disclosing party with written proof thereof )