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 orthe MCDA, whether orally, visually, electronically such as by email or in an electric file, or in writing, which ( i ) ifdisclosed in writing or other tangible form, is clearly designated as being confidential by a mark with the word or a similar warning, or ( ii ) if disclosed orally, visually or in other non - tangible form, is disclosed asconfidential at the time of disclosure, reduced to a written document describing such information and the place anddate of such disclosure and provided to Recipient with a mark with the word or a similar warning within30 days from the date of disclosure ; provided, however, that the Confidential Information does not include informationthat falls 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 which becomespublicly known with no fault of Recipient after disclosure by Discloser ; * 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 . CONFIDENTIAL ( 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 to maintain theconfidentiality of such information;(d ) Information which Recipient has independently developed or obtained without the benefit of informationdisclosed by Disclosure ; or(e ) Information for which the Recipient obtains from the Discloser a prior written approval for disclosure