definiens: means ( i ) the terms and conditions of this Agreement ( but not its existence),(ii ) any information or material, including all know - how and trade secrets, in tangible form disclosed hereunder that ismarked as at the time it is delivered to the receiving party, ( iii ) information or material, including allknow - how and trade secrets, disclosed orally hereunder which is identified as confidential or proprietary whendisclosed and such disclosure of confidential information is confirmed in writing ( or by facsimile or email ) within thirty(30 ) days by the disclosing party, or ( iv ) information which is deemed Confidential Information pursuant to the terms ofthis Agreement ; provided however, that the above information shall not be deemed Confidential Information, to theextent the receiving party can establish by competent written proof that such information:(a ) was already known to the receiving party, other than under an obligation of confidentiality owed to thedisclosing party, at the time of disclosure, and without breach of any legal or contractual obligation to any party;(b ) was generally available to the public or otherwise part of the public domain, other than through a breachof a legal obligation by the receiving party, at the time of its disclosure hereunder to the receiving party ; 4 * * * Confidential treatment has been requested for redacted portions of this exhibit . This copy omits the informationsubject to the confidentiality request . Omissions are designated as [ * * * ] . A complete version of this exhibit has beenprovided separately to the Securities and Exchange Commission.(c ) becomes generally available to the public or otherwise part of the public domain after its disclosure andother than through any act or omission of the receiving party in breach of this Agreement;(d ) is independently developed by the receiving party without reference to or use of any ConfidentialInformation disclosed by the disclosing party ; or(e ) was subsequently disclosed to the receiving party by a person other than the disclosing party withoutbreach of any legal or contractual obligation to any party