definiens: means, ( A ) as it relates to the Seller and its Affiliates, theProducts and the Intellectual Property Rights, all information ( whether written or oral, or inelectronic or other form ) involving or relating in any way, directly or indirectly, to the Products, theCounterparty Agreements, the Purchased Assets, or the Royalties, in each case that is providedto the Purchaser or the Purchaser ’s Affiliates by or on behalf of the Seller or any of its Affiliates, including ( a ) any license, sublicense, assignment, product development, royalty, sale, supply, escrow or other agreements ( including the Counterparty Agreements ) involving or relating in anyway, directly or indirectly, to the Purchased Assets, the Royalties or the intellectual property, compounds or products giving rise to the Purchased Assets, and including all terms andconditions thereof and the identities of the parties thereto, ( b ) any reports, data, materials or otherdocuments of any kind concerning or relating in any way, directly or indirectly, to the Seller, theProducts, the Counterparty Agreements, the Purchased Assets, the Royalties or the intellectualproperty, compounds or products giving rise to the Purchased Assets, and including reports, data, materials or other documents of any kind delivered pursuant to or under any of theagreements referred to in clause ( a ) above or based on or derived from any such reports, data, materials or other documents of any kind, and ( c ) any inventions, devices, improvements, formulations, discoveries, compositions, ingredients, 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 thecompounds or products giving rise to the Purchased Assets ; provided, however, that ConfidentialInformation shall not include information that is ( i ) already in the public domain at the time theinformation is disclosed other than as a result of disclosure in violation of the confidentialityundertakings in this Purchase and Sale Agreement, or ( ii ) lawfully3ny-1700062 v1obtained from other sources, and ( B ) as it relates to the Seller and the Purchaser, the existenceand nature of the Transaction Documents, including the terms, conditions, and provisions of thisPurchase and Sale Agreement and any other Transaction Document