definiens: means all non - public proprietary, technical, economic, environmental, operational, financial or other business information or material, data, repor ts, interpretations, forecasts and business plans, in w ritten, oral ( including by recording ), electronic o r visual form, in the possession of, or which has been disclosed t o, whether prior to or following the Closing Date, a Party or its Affiliates or Representatives by any other Party or its Affiliates or Representatives, including pursu ant to the access provisions of this Agreement or any Ancillar y Agreement, ( i ) related to the transactions contem plated by this Agreement or the Strategic Process, ( ii ) in th e case of Seller Parent and its Affiliates and Repr esentatives, to the extent relating to the Purchaser Parent Retaine d Businesses or the Purchaser Parent Retained Liabi lities, and ( iii ) in the case of Purchaser Parent, Purchaser an d their respective Affiliates and Representatives, to the extent relating to the Excluded Assets, the Retained Busin esses 158 or the Retained Liabilities ( except, in each case, to the extent that such information can be shown to have been ( A ) in the public domain ( other than as a result of a disclosure by such Party or its Affiliates or Re presentatives ), ( B ) available after the date hereof to such Party o r its Affiliates or Representatives on a non - confid ential basis from a source other than the other Parties or their respective Affiliates or Representatives without, to such Party ’s knowledge after reasonable inquiry, being s ubject to any contractual or other obligation of co nfidentiality to the other Parties or their respective Affiliates or Representatives or ( C ) independently developed by or on behalf of such Party or its Affiliates or Represent atives without use of, reference to or reliance upo n any Confidential Information of the other Parties ( as c an be demonstrated by such Party by appropriate doc umentary evidence ) and not, to such Party ’s knowledge after reasonable inquiry, subject to any contractual or o ther obligation of confidentiality to the other Parties or their respective Affiliates or Representatives )