definiens: means all confidential or proprietaryinformation given to one party hereto by the other party hereto, or otherwise acquired by such party, in each case inconnection with this Agreement, relating to such other party or any of its Affiliates, including information regarding any ofthe products of such other party or any of its Affiliates, information regarding its sales, advertising, distribution, marketing orstrategic plans or information regarding its costs, productivity, manufacturing processes or technological advances and theterms of this Agreement . It is the intent of the parties that the access provided under this Agreement will not result in theConfidential Information of one party being shared with or accessed by the other party, and the parties will take appropriatemutually agreeable steps to that effect . However, in the event that Confidential Information is made available to the other, such party will not use or disclose to third parties any Confidential Information ( except to comply with its obligations underthis Agreement ) and each party hereto will ensure that its and its Affiliates ’ respective directors, officers, employees, Affiliates, agents and representatives will not use or disclose to third parties any Confidential Information ( except to comply with itsobligations under this Agreement ) and upon the termination of this Agreement will return to the other party or destroy allConfidential Information in written form . Confidential Information will not include information that ( i ) was already known tothe receiving party at the time of its receipt thereof or is independently developed by the receiving party, as evidenced by itswritten records, ( ii ) is disclosed to the receiving party after its receipt thereof by a third party who, the receiving party in goodfaith believes, has a right to make such disclosure without violating any obligation of confidentiality to the disclosing partywith respect to such information or ( iii ) is or becomes part of the public domain through no fault of the receiving party inviolation of this Agreement or the Asset Purchase Agreement . Notwithstanding the foregoing, nothing in this Agreement shallrestrict the parties hereto from sharing Confidential Information with a Monitor or any anti - trust or competition authority inthe United States of America, the European Union ( or any member state thereof ) or any other jurisdiction