definiens: means all confidential or proprietary information given to one party hereto bythe other party hereto, or otherwise acquired by such party, in each case in connection with this Agreement, relating to suchother party or any of its Affiliates, including information regarding any of the products of such other party or any of itsAffiliates, information regarding its sales, advertising, distribution, marketing or strategic plans or information regarding itscosts, productivity, manufacturing processes or technological advances and the terms of this Agreement . Until the thirdanniversary of the Agreement, neither party hereto will use or disclose to third parties any Confidential Information ( except tocomply with its obligations under this Agreement ) and each party hereto will ensure that its and its Affiliates ’ respectivedirectors, officers, employees, Affiliates, agents and representatives will not use or disclose to third parties any ConfidentialInformation ( except to comply with its obligations under this Agreement ) and upon the termination of this Agreement willreturn to the other party or destroy all Confidential Information in written form . Confidential Information will not includeinformation that ( i ) was already known to the receiving party at the time of its receipt thereof or is independently developedby the receiving party, as evidenced by its written records, ( ii ) is disclosed to the receiving party after its receipt thereof by athird party who, the receiving party in good faith believes, has a right to make such disclosure without violating anyobligation of confidentiality to the disclosing party with respect to such information or ( iii ) is or becomes part of the publicdomain through no fault of the receiving party in violation of this Agreement or the Asset Purchase Agreement