definiens: means, all know -how ( and all tangible and intangible embodiments thereof ), and all other secret, confidential or proprietary information, data or materials, whether provided in written, oral, graphic, video, computer or other form, or by observation at the Party ’s facilities, which is owned or controlled by a Party and is disclosed or made available by such Party or an Affiliate of such Party to the other Party or an Affiliate of such other Party pursuant to this Agreement which : ( a ) if disclosed in written, graphic, electroni c or other tangible form, is labeled as confidential or proprietary, ( b ) if disclosed orally or visually, is identified as confidential or proprietary at the time of disclosure and is confirmed to be confidential or proprietary by the Disclosing Party in w riting to the Receiving Party within thirty ( 30 ) calendar days of such disclosure, or ( c ) by its nature, should reasonably be considered to be confidential or proprietary