definiens: means ( a ) with respect to [COMPANY], the identification by [COMPANY] of anyProposed Target as an Excluded Target ; ( b ) with respect to [COMPANY], the identification by [COMPANY] of a Proposed Target andthe grant by [COMPANY] of any Holding Option or Reserve Option hereunder ; and ( c ) with respect to each Party, allinformation and Technology which is disclosed by or on behalf of such Party ( in such capacity, the ) tothe other Party ( in such capacity, the ) hereunder or to any of the Receiving Party ’s employees, consultantsor Affiliates, except to the extent that the Receiving Party can demonstrate by written record or other suitable evidence thatsuch information, ( i ) as of the date of disclosure is known to the Receiving Party or its Affiliates other than by virtue of a priorconfidential disclosure by or on behalf of the Disclosing Party to the Receiving Party or its Affiliates ; ( ii ) as of the date ofdisclosure is in, or subsequently enters, the public domain through no fault or omission of the Receiving Party or its Affiliatesor their respective employees, consultants or subcontractors ; ( iii ) is obtained by the Receiving Party from a Third Partywithout breach of any duty and without restriction on disclosure to or from the Disclosing Party ; or ( iv ) is independentlydeveloped by or for the Receiving Party without reference to or reliance upon any Confidential Information of the DisclosingParty