definiens: means information received ( whether disclosed in writing, electronically, orally or byobservation ) by one Party ( the ) from the other Party ( the ) that the DisclosingParty reasonably considers proprietary and confidential unless in each case such information, as shown by competentevidence:(a ) was known to the Receiving Party or to the public prior to the Disclosing Party ’s disclosure, asdemonstrated by contemporaneous written records;(b ) became known to the public, after the Disclosing Party ’s disclosure hereunder, other than through abreach of the confidentiality provisions of this Agreement by the Receiving Party or any Person to whom suchReceiving Party disclosed such information;(c ) was subsequently disclosed to the Receiving Party by a Person having a legal right to disclose, withoutany restrictions, such information or data ; or(d ) was developed by the Receiving Party independent of the Disclosing Party ’s Confidential Information;provided, however, that the Licensed Patents, the [COMPANY] Know - How and any other information that pertains toCompound or any Product disclosed to CoLucid by [COMPANY] hereunder shall be deemed the Confidential Information ofCoLucid as well as [COMPANY] and subject to the confidentiality provisions hereof during the term of this Agreement