definiens: shall mean all knowledge and informationwhich each party hereto has acquired or may acquire as a result of, or relatedto the performance of the terms of this Agreement concerning the other party'sbusiness, ﬁnances, operations, strategic planning, research and developmentactivities, products, molecules, organisms, laboratory materials, prototypes, software programs, ﬁrmware, designs, systems, improvements, applications, processes, trade secrets, services, cost and pricing policies, and including, but not limited to, information relating to formulae, diagrams, schematics, notes, data, memoranda, methods, know - how, techniques, inventions, andpurchasing, merchandising and selling strategies . Notwithstanding the foregoingsentence such Proprietary Information does not include ( i ) information which isor becomes publicly available ( excepts as may be disclosed by either party inviolation of this Agreement ), or ( ii ) information acquired by either party froma third - party source, other than the other party or any of its employees, consultants or shareholders, which source legally acquired such information fromthe party for whom the information is Proprietary Information