definiens: means : ( i ) all information and materials ( of whatever kind and inwhatever form or medium ) disclosed by or on behalf of a Party to the other Party ( or its designee ) in connection withthis Agreement, whether prior to or during the term of this Agreement and whether provided orally, electronically, visually, or in writing ; provided that all such information and materials initially disclosed in writing or electronically shallbe clearly marked as and all such materials and information initially disclosed orally shall bereduced to writing and marked as within 10 days following the date of initial oral disclosure ; ( ii ) allcopies of the information and materials described in ( i ) above ; and ( iii ) the existence and each of the terms andconditions of this Agreement ; provided further that Confidential Information shall not include information and materialsto the extent a Party can demonstrate through its contemporaneous written records that such information andmaterials are or have been : ( a ) known to the receiving Party, or in the public domain, at the time of its receipt by a Party, orwhich thereafter becomes part of the public domain other than by virtue of a breach of this Agreement or theobligations of confidentiality under this Agreement ; * Confidential material redacted and filed separately with the Commission