definiens: means, with respect to a Party, all confidential, non - public information, Technology and materials ( whether or n ot patentable ) and other non - public proprietary inf ormation that is communicated or provided by, or on behalf o f, one Party or its Affiliates or any of their resp ective Representatives ( the ) to the other Party or its Affiliates or any of t heir respective Representatives ( the ), whether orally or in written, electronic or oth er form or media, on or after the Effective Date or pursuant to that certai n Mutual Confidentiality Agreement, by and between the Parties, dated as of January 26, 2018 ( the ) but only to the extent that such information ( a ) is marked in writing as or with othe r similar designation to indicate its confidential nature at the time of disclosure, or ( b ) is disclosed orally or i n non - tangible form and is indicated to be confiden tial at the time of disclosure or, within thirty ( 30 ) days after dis closure, the Disclosing Party provides a written su mmary of such information marked as or with other similar designation to indicate its confidential na ture ; provided, however, that if a Person would reasonably determine any d isclosed information to be confidential, such information shall be deemed Confidential Informatio n whether or not such information was marked, desig nated, or otherwise identified as confidential . Confidenti al Information does not include any information, Te chnology or materials that can be established by the Receiving Party by competent proof that it ( i ) was already kn own by the Receiving Party without an obligation of confidenti ality at the time of disclosure with respect to suc h information, ( ii ) was generally available to the public or other wise part of the public domain at the time of its d isclosure to the Receiving Party, ( iii ) became generally available t o the public or otherwise part of the public domain after its disclosure to the Receiving Party, other than throu gh any act or omission of the Receiving Party in br each of its confidentiality obligations under this Agreement or the Non - Disclosure Agreement, ( iv ) was disclosed t o the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obliga tion of confidentiality with respect to such information, o r ( v ) was independently discovered or developed by, or on behalf of, the Receiving Party without reference to, or us e of, in whole or in part, any Confidential Informa tion belonging to the Disclosing Party