definiens: shall mean all proprietarytechnical, economic, environmental, operational, financial and/or other businessInformation or material of one party which, prior to or following the ClosingDate, has been disclosed by [COMPANY] or its Affiliates, on the one hand, or Buyeror its Affiliates ( including the Transferred Business Companies ), on the otherhand, in written, oral ( including by recording ), electronic, or visual form to, or otherwise has come into the possession of, the other, in each case includingpursuant to the access 90 < Page > provisions of Section 5.9 or Section 5.12 hereof or any other provision of thisAgreement or any Related Agreement or, ( A ) in the case of [COMPANY] and itsAffiliates and Representatives, as a result of [COMPANY] 's direct or indirectownership of the Transferred Assets and Transferred Business Companies prior tothe Closing or ( B ) in the case of Buyer and the Transferred Business Companies, as a result of [COMPANY] 's direct or indirect ownership of the Transferred BusinessCompanies or as a result of relationships, agreements and course of conduct ofthe Transferred Business Companies with [COMPANY] and its other Subsidiaries priorto Closing, including, but not limited to, ( a ) ideas and concepts for existingproducts, processes and services ; ( b ) specifications for products, Equipment andprocesses ; ( c ) manufacturing and performance specifications and procedures ; ( d)engineering drawings and graphs ; ( e ) technical, research and engineering data;(f ) formulations and material specifications ; ( g ) laboratory studies andbenchmark tests ; ( h ) service and operation manuals ; ( i ) quality assurancepolicies, procedures and specifications ; ( j ) evaluation and/or validationstudies ; ( k ) pending patent applications ; ( l ) all other know - how, methodology, procedures, techniques and trade secrets related to research, engineering, development and manufacturing ; and ( m ) business information, including marketingand development plans, forecasts, research and development agreements, andcustomer and vendor information ( except to the extent that such Information canbe shown to have been ( 1 ) in the public domain through no fault of such party orits Affiliates ( including, in the case of [COMPANY], any of the RetainedSubsidiaries or, in the case of Buyer, any of its Subsidiaries ( including theTransferred Business Companies ) ) or ( 2 ) lawfully acquired from other sources bythe party ( or its Affiliates ( including the Transferred Business Companies ) ) towhich it was furnished ; PROVIDED, however, in the case of ( 2 ) that such sourcesdid not provide such Information in breach of any confidentiality or other legalobligations ) . Notwithstanding the first sentence of this Section 5.15(a ), withrespect to any Confidential Information first disclosed after the Closing Dateto [COMPANY] or its Affiliates or Representatives, on the one hand, or Buyer or itsAffiliates or Representatives ( including the Transferred Business Companies ), onthe other hand, by the other party or its Affiliates or Representatives, theobligations of this subsection shall terminate ten years after the date of thefirst such disclosure of such Information