definiens: means any and all data, including Pharmaceutical Partners Information and RMSInformation, either Party ’s Know - How, and either Party ’s or its Affiliate ’s organizational structure, that is ( a ) disclosed by oron behalf of a Party to another Party during the Term and in connection with this Agreement and which is identified, asproprietary or confidential, either orally or in writing by the disclosing Party at the time of disclosure, or ( b ) known to thereceiving Party as a consequence of or through performance of this Agreement, and which is not publicly known ; providedthat Pharmaceutical Partners shall be deemed to be the disclosing Parties and RMS shall be deemed to be the receiving Partywith respect to Clinical Patient Data, Pharmaceutical Partners ’ Background IP and Pharmaceutical Partners Project Inventionsand RMS shall be deemed to be the disclosing Party and the Pharmaceutical Partners shall be deemed to be the receivingParties with respect to Assay Performance Data, RMS ’ Background IP and RMS Project Inventions, in each case, regardless ofthe Party that actually discloses such information