definiens: shall mean scientific, technical or business information belonging to the disclosing Party, which the disclosing Party marks if disclosed in writing, or which the disclosing Party identifies as confidential at the time of any visual or oral disclosure and promptly confirms in writing to have been confidential . Except to the extent expressly authorized by this Agreement, the Parties agree that, for the Access Term and for five ( 5 ) years thereafter, the receiving Party shall keep confidential and shaU not publish or otherwise disclose and shall not use for any purpose ( except those expressly permitted LInder this Agreement ) any Confidential lnformation furnished to it by the other Paliy pursuant to this Agreement, and regardless of the medium on which it is provided, including any know - how and/or lncyte Know - How, except to the extent that it can be established by the receiving Party by competent proof that such information : ( a ) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party ; ( b ) was generalJy known to the public or otherwise part of the public domain at the time of its disclosnre to the receiving Party ; ( c ) became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving Party in breach of this Agreement ; Poge 2 J CONFIDENTIAL TREATMENT ( d ) was subsequently lawfully disclosed to the receiving Party by a third party having no confidentialit y obligations to the disclosing Party with respect thereto ; ( e ) was independently discovered or developed by the receiving Party without the use of the other Party 's Confidential Information, and such independent discovery or development can be documented by the receiving Party 's tangible records created at the time of such independent development