definiens: means ( a ) with respect to [COMPANY], all tangible embodiments of ARIADTechnology, ( b ) with respect to MERCK, all tangible embodiments of MERCK Technology and ( c ) with respect to each Party, ( i)all tangible embodiments of Joint Technology and ( ii ) all information, Technology and Proprietary Materials disclosed orprovided by or on behalf of such Party ( the ) to the other Party ( the ) or to any of thereceiving Party ’s employees, consultants, Affiliates or sublicensees ; provided, that, none of the foregoing shall be ConfidentialInformation if : ( A ) as of the date of disclosure, it is known to the receiving Party or its Affiliates as demonstrated bycontemporaneous credible written documentation, other than by virtue of a prior confidential disclosure to such receiving Party;(B ) as of the date of disclosure it is in the public domain, or it subsequently enters the public domain through no fault of thereceiving Party ; ( C ) it is obtained by the receiving Party from a Third Party having a lawful right to make such disclosure freefrom any obligation of confidentiality to the disclosing Party ; or ( D ) it is independently developed by or for the receiving Partywithout reference to or use of any Confidential Information of the disclosing Party as demonstrated by contemporaneous crediblewritten documentation