definiens: of a Party means ( a ) the terms and conditions of this Agreement ( but not its existence ), ( b ) any information, including all know - how, disclosed in any form by such Party or an y of its Affiliates to the other Party or any of its Affilia tes hereunder that is marked as at t he time it is delivered to the receiving Party or any of its Affi liates, ( c ) any information, including all know - how, disclosed orally or in writing by such Party or any of its Af filiates to the other Party or any of its Affiliate s hereunder which is identified as confidential or proprietary when disclosed or reasonably thereafter and such di sclosure is confirmed in writing within a reasonable time from the date of such disclosure, or ( d ) any information, including all know - how, disclosed orally or in writing by suc h Party or any of its Affiliates to the other Party or any of its Affiliates hereunder which a reasonable person woul d conclude from the nature of the information or th e circumstances of disclosure is intended to be treat ed as confidential by the disclosing Party or any o f its Affiliates ; provided, however, that the above information shall not be deemed Con fidential Information to the extent the receiving Party can establish by compete nt written proof that such information : ( a ) was already known to the receiving Party, other than under an obligation of confidentiality to the disclosing Party, at the tim e of disclosure, and without breach of any legal or contractual obligation to any party ; 22 ( b ) was generally available to the public or otherw ise part of the public domain, other than through a breach of a legal or contractual obligati on by the receiving Party or its Affiliate, at the time of its disclosure hereunder to the receiving Party or its Affiliate ; ( c ) becomes generally available to the public or ot herwise part of the public domain after its disclosure other than through any act or omission o f the receiving Party or its Affiliate in breach of this Agreement ; ( d ) is independently developed by the receiving Par ty without reference to or use of any Confidential Information disclosed by the disclosin g Party or its Affiliate, as evidenced by the recei ving Party ’s records kept in the ordinary course of its business ; or ( e ) was subsequently disclosed to the receiving Par ty by a Person other than the disclosing Party or its Affiliate without breach of any legal or contractual obligation to any party of which the receiving Party should be reasonably aware