definiens: will mean all ideas and information of any kind, whether in written, oral, graphical, machine - readable or other form, whether or not marked as confidential or proprietary, which are transferr ed, disclosed or made available by disclosing Part y or at the request of receiving Party, including any of the fo regoing of Third Parties . Disclosure of Confidentia l Information under this Agreement, including the transfer of mat erial between the Parties or the sublicensees and T hird Party subcontractors, shall be a private disclosure and n ot a commercial sale of the material . Notwithstandi ng the foregoing, the receiving Party ’s obligations of non -disclosure and the limitations on the receiving Pa rty ’s right to use the disclosing Party ’s Confidential Information Confidential shall not apply to information or mat erials to the extent that the receiving Party can establish by wr itten documentation that such information or materi al : ( a ) was already rightfully known to or possessed by the receiving Party or any of its Affiliates, other than under an obligation of confi dentiality, at the time of disclosure hereunder ; ( b ) was generally available to the public or otherw ise part of the public domain at the time of its disclosure to the receiving Party or any of its Affiliates ; ( c ) became generally available to the public or oth erwise part of the public domain after its disclosure hereunder other than through any act or omission of the receiving Party or any of its Affil iates in breach of this Agreement ; ( d ) was independently developed by employees, agent s, Third Party subcontractors, consultants of the receiving Party or any of its Af filiates without use of or reference to the disclos ing Party ’s Confidential Information as demonstrated by documen ted evidence prepared contemporaneously with such independent development ; or ( e ) was disclosed to the receiving Party or any of its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to d isclose such information to others