definiens: means ( a ) with respect to [COMPANY], the identification by [COMPANY] of anyProposed Target as an Excluded Target ; ( b ) with respect to [COMPANY], the identification by [COMPANY] of a Proposed Target and the grantby [COMPANY] of any Holding Option or Reserve Option hereunder ; and ( c ) with respect to each Party, all information andTechnology which is disclosed by or on behalf of such Party ( in such capacity, the ) to the other Party ( insuch capacity, the ) hereunder or to any of the Receiving Party ’s or its Affiliates ; employees, consultantsor subcontractors ( collectively, ), except to the extent that the Receiving Party can demonstrate by writtenrecord or other suitable evidence that such information, ( i ) as of the date of disclosure is known to the Receiving Party or itsAffiliates other than by virtue of a prior confidential disclosure by or on behalf of the Disclosing Party to the Receiving Partyor its Affiliates ; ( ii ) as of the date of disclosure is in, or subsequently enters, the public domain through no fault or Portions of this Exhibit, indicated by the mark were omitted and have been filed separately with the Securities andExchange Commission pursuant to the Registrant ’s application requesting confidential treatment pursuant to Rule 24b-2of the Securities Exchange Act of 1934, as amended