definiens: shall mean, with respect to each Party, proprietary data or information thatbelong in whole or in part to such Party, its Affiliates or sublicensees, including, without limitation, ( i ) in thecase of Regulus, all Regulus Background IP and Regulus Research Collaboration IP, ( ii ) in the case of BI, all BI Research Collaboration IP, and ( iii ) any information designated as Confidential Information of suchParty hereunder, in all cases that, if disclosed in writing, is marked with the words or words of similar import, and if disclosed orally or visually, is described in reasonable detailin a notice sent by the disclosing Party to the receiving Party within thirty ( 30 ) days of the oral or visualdisclosure requesting that such information be treated as Confidential Information hereunder ; provided, however, that, if information is orally disclosed to or visually observed by a Party it shall constituteConfidential Information if it would be apparent to a reasonable person, familiar with the business of suchParty and the industry in which it operates, that such information is of a confidential or proprietary naturethe maintenance of which is or would likely be important to such Party . Notwithstanding the foregoing, theParties agree that all Research Collaboration Data shall be deemed the Confidential Information of BI, andRegulus and BI shall be deemed the and the respectively, with respectthereto . Confidential Information shall not include information that the receiving Party can demonstrate bycompetent documentary evidence:(a ) was known by the receiving Party or its Affiliates prior to its date of disclosure to the receivingParty ( or, in the case of Research Collaboration Data, prior to the date generated in the course and as aresult of the Research ) as evidenced by the receiving Party ’s pre - existing written records ; or(b ) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to thereceiving Party or its Affiliates by sources other than the -2 - disclosing Party rightfully in possession of the Confidential Information unless such disclosure is madesubject to a confidentiality agreement ; or(c ) either before or after the date of the disclosure to the receiving Party or its Affiliates becomespublished or generally known to the public ( including information known to the public through the saleof products in the ordinary course of business ) through no act or omission in breach of this Agreementor negligence on the part of the receiving Party ( including, for purposes of this clause ( c ), its Affiliatesor its sublicensees ) ; or(d ) is independently developed by or for the receiving Party or its Affiliates without reference to orreliance upon the Confidential Information as shown by contemporaneously - maintained writtenrecords