definiens: means ( a ) terms of this Agreement ( but not its mere existence ) and ( b ) any and allproprietary information disclosed by one Party ( ) to the other Party ( ) under this Agreement, whether orally, visually, electronically such as by email or in an electric file, or in writing, which ( i ) if disclosed inwriting or other tangible form, is clearly designated as being confidential by a mark with the word or asimilar warning, or ( ii ) if disclosed orally, visually or in other non - tangible form, is disclosed as confidential at thetime of disclosure, reduced to a written document describing such information and the place and date of suchdisclosure and provided to Recipient with a mark with the word or a similar warning within 30 daysfrom the date of disclosure ; provided, however, that the Confidential Information does not include information thatfalls under any of the following categories, which shall 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 ; 17*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.(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(e ) Information for which the Recipient obtains from the Discloser a prior written approval for disclosure