definiens: shall mean theSpecifications, all know - how relating to the development, manufacture, sale oruse of any Product, including, without limitation, processes, techniques, methods, products, apparatuses, biological materials and other materials andcompositions which are reasonably related thereto, the direct labor, directoverhead and raw materials costs incurred in the manufacture of Product, the rawmaterial, and all other confidential or proprietary information that is reducedto writing, marked as confidential and given to one party by the other partyrelating to such other party or any of its affiliates, including informationregarding any of the products of such other party or any of its affiliates, information regarding its advertising, distribution, marketing or strategicplans or information regarding its costs, productivity or technologicaladvances . Neither party shall, during the term of this Agreement and for aperiod of five ( 5 ) years following the termination or expiration of this 16 < PAGE > Agreement for any reason, use or disclose to third parties any ConfidentialInformation of the other ( except to the extent reasonably necessary to exerciseits rights or comply with its obligations under this Agreement ) and each partyshall insure that its employees, officers and agents shall not use or discloseto third parties any Confidential Information of the other ( except to the extentreasonably necessary to exercise its rights or comply with its obligations underthis Agreement ) ; provided, however, that Distributor and VFS may discloseConfidential Information to their employees on a need to know basis providedsuch persons are informed of the confidential nature of such information and areunder contractual obligation to not use the Confidential Information and to keepsuch information confidential . Confidential Information shall not includeinformation that ( i ) was already known to the receiving party at the time of itsreceipt thereof, as evidenced by its written records, ( ii ) is disclosed to thereceiving party after its receipt thereof by a third party who has a right tomake such disclosure without violating any obligation of confidentiality, ( iii)is or becomes part of the public domain through no fault of the receiving partyor ( iv ) is required to be disclosed to comply with applicable laws orregulations or an order of a court or regulatory body having competentjurisdiction