definiens: shall mean all information or data of a confidential or proprietary nature, as determined by the Disclosing Party, relating, in any manner, to the business or pro spects of a Party, including but not limited to, all Intellectual Property of a Party, which, during the Term of this Agreement, is ( i ) disclosed to a Party or its Affiliate ( ) ; or ( ii ) is otherwise discerned by a Receiving Party incident to the negotiation or performance of this Agreement ; or ( iii ) disclosed by the Disclosing Party in tangible form and identified as confidential in writing ; or ( iv ) orally disclosed by the Disclosing Party, and within [ * ] thereafter reduced to tangible form, identified as confidential in writing and delivered to the Receiving Party ; or ( v ) observed or heard by a Party at the other Party ’s premises and delivered in writing by such latter Party within [ * ] thereafter identified as confidential ; provided, howeve r, for all purposes hereof, failure to identify the information as confidential in writing shall not destroy the confidential nature thereof, whereas no failure whereof shall serve as conclusive evidence between the Parties that the information is consider ed confidential by and between the Parties, all of the foregoing exclusive of data or information which the Receiving Party can successfully demonstrate : ( w ) is or becomes known to the public other than through a breach of this Agreement ; or ( x ) is informa tion the Receiving Party can successfully demonstrate by written records existing at the time of disclosure was already known to the Receiving Party prior to the disclosure to Receiving Party by Disclosing Party ; or ( y ) is information received from a third party who is not under an obligation to keep such information confidential ; or ( z ) is information that the Receiving Party can demonstrate was independently developed by the Receiving Party without a breach of this Agreement or reliance on any Confidentia l Information of the Disclosing Party