definiens: means specific Information disclosed ( whether disclosed in writing, electronically, orally or by observation ) by one Party ( the ) to the other Party ( the ' { Receiving Party'1 under this Agreement that the Disclosing Party reasonab ly considers proprietary and confidential and identifies to the Receiving Party as confidential at the time of disclosure, but excluding any specific Information that, as shown by competent evidence : ( a ) was known to the Receiving Party or to the public prior to the Disclosing Party 's disclosure, as demonstrated by contemporaneous written records~ ( b ) became known to the public, after the Disclosing Party 's disclosure hereunder, other than through a breach of the confidentialit y provisions of this Agreement by the Receiving Party or any Person to whom such Receiving Party disclosed such Infonnation ; ( t ) was subsequently disclosed to the Receiving Party by a Person having a legal right to disclose, without any restrictions, such Information ; or ( d ) was developed by the Receiving Party independent of and without reference to any of the Disclosing Party 's Confidential Information ; provided . however, that the [COMPANY] Patents, the [COMPANY] Know - How and any other Infonnalion that pertains to a Licensed Compound or any Licensed Product disclosed to Magen by [COMPANY] hereunder shall be deemed the Confidenti al Information of Magen as well as [COMPANY] and subject to the confidentiality provisions hereof during the Term of this Agreement