definiens: means ( a ) with respect to [COMPANY], the [ * * * ] In tellectual Property and ( b ) with respect to each Party, all in formation and Technology that is disclosed hereunde r by or on behalf of such Party ( in such capacity, the ) to the other Party ( in such capacity, the ) or to any of the Receiving Party ’s or its Affili ates ’ employees, consultants or subcontractors ( col lectively, ), except to the extent that the Receiving Party c an demonstrate by written record or other suitable evidence that such information, ( i ) as of the date of disclosure is known to the Receiving Pa rty or its Affiliates other than by virtue of a prior confiden tial disclosure by or on behalf of the Disclosing P arty to the Receiving Party or its Affiliates ; ( ii ) as of the d ate of disclosure is in, or subsequently -5- Portions of this Exhibit, indicated by the mark were omitted and have been filed separately w ith the Securities and Exchange Commission pursuant to the Registrant ’s application requesting confidential tr eatment pursuant to Rule 24b-2 of the Securities Exchange A ct of 1934, as amended