definiens: means any information disclosed by one Party to the other Party that, if disclosed in tangible form, is marked or with other similar designation to indicate its confidential or proprietary nature or, if disclosedorally, is indicated orally to be confidential or proprietary by the Party disclosing the information at the time of the disclosureand is confirmed in writing as confidential or proprietary by the disclosing Party within forty - five ( 45 ) days after suchdisclosure . For avoidance of doubt, all Deliverables and [COMPANY] IP shall be -13 - deemed the Confidential Information of NeurogesX. Notwithstanding the foregoing or anything herein to the contrary, Confidential Information shall not include any information that, in each case as demonstrated by written documentation:(a ) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure;(b ) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receivingParty ; ( c ) became generally available to the public or otherwise part of the public domain after its disclosure and other thanthrough any act or omission of the receiving Party in breach of this Agreement ; or ( d ) was subsequently lawfully disclosed tothe receiving Party by a person other than the disclosing Party