definiens: means any information, data, know - how or business plans relating to the Product or otherwise relating to the subject matter of this Agreement, including but not limited to data related to [COMPANY] ' clinical trials, which a party discloses to the other party, directly or indirectly, in writing, orally or by inspection of objects and identifies as or some similar designation or which the recipient knows or should C:\NrPonbl\P ALIB2\SLP\2322483 _ I. DOC / have reason to know is confidential . Notwithstanding the foregoing, information shall not be Confidential Information if it : ( a ) is known to the receiving party at the time of disclosure and documented by the receiving party 's written records made prior to the date of this Agreement ; ( b ) is disclosed to the receiving party by a third person who has a right to make such disclosure ; ( c ) becomes publicly known and made generally available through no action or inaction of the receiving party ; or ( d ) is independently developed by the receiving party without use of the disclosing party 's Confidential Information as evidenced by the receiving party 's written records