definiens: means ( i ) the terms and conditions of this Agreem ent and the Ancillary Agreements and ( ii ) any and all information, know - h ow and data, whether oral, written or graphical, including without limitation, Manufacturing Know - Ho w, disclosed or provided by [COMPANY] or its Affiliates to [COMPANY] or its Affiliates or by [COMPANY] or its Affiliat es to [COMPANY] or its Affiliates ( including any analys is, materials, product or conclusions drawn or derived therefrom ) or which are derived from any visits by personnel o f [COMPANY] or its Affiliates or [COMPANY] or its Affiliates to the location of [COMPANY] or [COMPANY], respectively, or are otherwise known to [COMPANY] or its Affiliates or [COMPANY] or its Affiliates through its visits or contacts w ith [COMPANY] or [COMPANY], respectively, w hether such information, know -how and/or data is disclosed, provided or derived before or after the Closing Date . Any information t hat constitutes Confidential Information of [COMPANY] p rior to the Closing Date and that is included in the Ass ets shall, at Closing, become Confidential Informat ion of [COMPANY]