definiens: means proprietary or confidentialknow - how, trade secrets, formulae, data, inventions, technology and other information of such Party . To the extent aParty considers information under this Agreement, it shall be so identified and marked, or if providedorally shall be memorialized in writing and identified as within thirty ( 30 ) days after disclosure . ThisSection shall not apply to any Confidential Information that : ( i ) was already known to the recipient at the time ofdisclosure, as reasonably documented by written records ; ( ii ) is or later becomes public knowledge through no faultof the recipient ; ( iii ) is received from a Third Party having the lawful right to disclose the information ; or ( iv ) isindependently developed by employees of the recipient without access to the disclosing Party ’s ConfidentialInformation . A Party may disclose Confidential Information of the other Party to ( x ) its Affiliates and Sublicensee, and to its and their directors, employees, consultants and agents, in each case who have a specific need to know suchConfidential Information and who are bound by a like obligation of confidentiality and restriction on use, and ( y ) tothe extent such disclosure is required to comply with applicable law or to defend or prosecute litigation ; provided, however, that the receiving Party provides prior written notice of such disclosure pursuant to clause ( y ) to thedisclosing Party and takes reasonable an lawful actions to avoid or minimize the degree of such disclosure, including upon the disclosing Party ’s request, seeking confidential treatment of such Confidential Information