definiens: means specific Information disclosed ( whether disclosed in writing, electronically, orally or by observation ) by one Party ( the ) to the other Party ( the ) under thisAgreement that the Disclosing Party reasonably considers proprietary and confidential and identifies to the Receiving Party asconfidential at the time of disclosure, but excluding any specific Information that, as shown by competent evidence:(a ) was known to the Receiving Party or to the public prior to the Disclosing Party ’s disclosure, as demonstrated bycontemporaneous written records;(b ) became known to the public, after the Disclosing Party ’s disclosure hereunder, other than through a breach of theconfidentiality provisions of this Agreement by the Receiving Party or any Person to whom such Receiving Party disclosedsuch Information;(c ) was subsequently disclosed to the Receiving Party by a Person having a legal right to disclose, without anyrestrictions, such Information ; or(d ) was developed by the Receiving Party independent of and without reference to any of the Disclosing Party’sConfidential Information;provided, however, that the [COMPANY] Patents, the [COMPANY] Know - How and any other Information that pertains to a LicensedCompound or any Licensed Product disclosed to Magen by [COMPANY] hereunder shall be deemed the Confidential Information ofMagen as well as [COMPANY] and subject to the confidentiality provisions hereof during the Term of this Agreement