definiens: shall mean any and all information relating to the businesses, properties, finances, employe es, operations and prospects of either of the Parties and/or their affiliates, technical data, information, materials and other know -how, including trade secrets, presently owned by or developed by or licensed to, or on behalf of, [COMPANY] or [COMPANY] Instrume nts which relates to the development, manufacture, promotion, marketing, distribution, sale or use of any Product or any [COMPANY] Instrument product, which a Party and/or its affiliates discloses to the other Party and/or its affiliates in writing orally, vi sually or through some other media, except any portion thereof which : ( a ) is known to the receiving Party and/or its affiliates at the time of the disclosure, as evidenced by its written records ; ( b ) is disclosed to the receiving Party and/or its affiliates by a third party having a legal right to do so ; 1 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKED WITH AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECU RITIES AND EXCHANGE COMMISSION