definiens: shall mean any and all proprietary orconfidential information of BGN / BGU or Sorrento which may be exchanged between the parties at any time andfrom time to time prior to or during the term of this Agreement . If disclosed in writing, the Confidential Informationshall be marked as confidential or proprietary it being noted that information that by its nature should reasonablybe considered as confidential or proprietary shall be deemed as Confidential Information whether or not markedas aforementioned . If disclosed orally, the Confidential Information shall be reduced to writing that is identified asconfidential or proprietary within thirty ( 30 ) days of such oral disclosure . Notwithstanding the foregoing, information shall not be considered confidential to the extent that the receiving party can establish by competentproof that it : ( a)Is publicly disclosed through no fault of the receiving party, either before or after it becomes known tothe receiving party ; or ( b)Was known to the receiving party prior to the date of this Agreement, which knowledge was acquiredindependently and not from another party hereto ( or such party ’s employees ) ; or ( c)Is subsequently disclosed to the receiving party in good faith by a third party who has a right to makesuch disclosure ; or ( d)Has been published by a third party as a matter of right ; or ( e)Has been developed by or on behalf of the receiving party independently without access to thedisclosing party ’s Confidential Information