definiens: means ( a ) terms of this Agreement ( but not its mere existence ) and ( b ) any andall proprietary information disclosed by one Party ( ) to the other Party ( ) under thisAgreement or in connection with the administration of the Parties ’ rights and obligations under thisAgreement, whether orally, visually, electronically such as by email or in an electric file, or in writing, which(i ) if disclosed in writing or other tangible form, is clearly designated as being confidential by a mark with theword or a similar warning, or ( ii ) if disclosed orally, visually or in other non - tangible form, isdisclosed as confidential at the time of disclosure, reduced to a written document describing suchinformation and the place and date of such disclosure and provided to Recipient with a mark with the word or a similar warning within 30 days from the date of disclosure ; provided, however, that theConfidential Information does not include information that falls under any of the following categories, whichshall be proved by Recipient:(a ) Information which is publicly known at the time of disclosure by Discloser or information whichbecomes publicly known with no fault of Recipient after disclosure by Discloser;(b ) Information which is already in the possession of Recipient on or before disclosure by Discloser;(c ) Information which Recipient duly obtains from a third party who is not under any obligation tomaintain the confidentiality of such information;(d ) Information which Recipient has independently developed or obtained without the benefit ofinformation disclosed by Disclosure ; or 7*Confidential treatment has been requested for the redacted portions of this exhibit, and such confidential portionshave been omitted and filed separately with the Securities and Exchange Commission.(e ) Information for which the Recipient obtains from the Discloser a prior written approval for disclosure