definiens: means : ( i ) all information and materials ( of what ever kind and in whatever form or medium ) owned or controlled by, and disclos ed by or on behalf of, one Party to the other Party ( or its designee ) in connection with this Agreement, whethe r prior to or during the term of this Agreement and whether provided orally, electronically, visually, or in wr iting ; provided that all such information and mater ials initially disclosed in writing or electronically shall be cle arly marked as and all such material s and information initially disclosed orally shall be red uced to writing and marked as within 10 days following the date of initial oral disclosure ; ( ii ) all copies of the information and materials d escribed in ( i ) above ; and ( iii ) each of the terms and conditio ns of this Agreement ; provided further that Confide ntial Information shall not include information to the ex tent a Party can demonstrate through its contempora neous written records that such information has been : ( a ) known to the receiving Party, or in the public domain, at the time of its receipt by a Party, or which thereafter becomes part of the public domain other than by virtue of a breach of this Agreement or the obligations of confidentiality under this Agreement ; EXECUTION COPY Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission