definiens: means, as it relates to the Seller and its Affiliates, the Counterparty, any Additional Licensee, the Products, theLicensed Patents and the related Intellectual Property, all information ( whether written or oral, or in electronic or other form ) involving or relating in anyway, directly or indirectly, to the Products, the Counterparty License Agreement, any Additional License Agreement, the Purchased Assets or theRoyalties, including ( a ) any license, sublicense, assignment, product development, royalty, sale, supply, escrow or other agreements ( including theCounterparty License Agreement and any applicable Additional License Agreement ) involving or relating in any way, directly or indirectly, to thePurchased Assets, the Royalties, the Licensed Patents or the other related Intellectual Property, compounds or products giving rise to the PurchasedAssets, and including all terms and conditions thereof and the identities of the parties thereto, ( b ) any reports, data, materials or other documents of anykind concerning or relating in any way, directly or indirectly, to the Seller, the Counterparty, any Additional Licensee, the Products, the CounterpartyLicense Agreement, any Additional License Agreement, the Purchased Assets, the Royalties or the Intellectual Property, compounds or products givingrise to the Purchased Assets ( including, for the avoidance of doubt, any and all as such term is defined in the CounterpartyLicense Agreement any similar concept defined in any Additional License Agreement ), and including reports, data, materials or other documents of anykind delivered pursuant to or under any of the agreements referred to in clause ( a ) above or based on or derived from any such reports, data, materials orother documents of any kind, and ( c ) any inventions, devices, improvements, formulations, discoveries, compositions, ingredients, patents ( including theLicensed Patents ), patent applications, know - how, processes, trial results, research, developments or any other intellectual property, trade secrets orinformation involving or relating in any way, directly or indirectly, to the Purchased Assets or the compounds or products giving rise to the PurchasedAssets ; provided, however, that Confidential Information shall not include information that is ( i ) already in the public domain at the time the information isdisclosed other than as a result of disclosure in violation of the confidentiality undertakings in this Purchase and Sale Agreement, ( ii ) lawfully obtainablefrom other sources without the breach of any such other source ’s confidentiality obligations to the Seller, the Counterparty or any Additional Licensee, ( iii)already known by the Purchaser at the time that such information is disclosed, as demonstrated by documentary evidence ( unless such information wasdisclosed to the Purchaser as a result of disclosure to the Purchaser that was subject to a written confidentiality agreement between the Purchaser andthe Seller, the Counterparty or any Additional Licensee ) or ( iv ) independently developed by the Purchaser ’s directors, officers, managers, members, partners, employees, affiliates, assigns, representatives, agents or similar persons or entities who have not had access to such information, asdemonstrated by documentary evidence