definiens: means ( i ) any and all confidentialand proprietary information, including but not limited to, data, results, conclusions, know - how, experience, financial information, plans and forecasts, that may be delivered, made available or communicated by aParty or its Representatives related to the subject matter hereof or otherwise in connection with thisAgreement and ( ii ) the terms, conditions and existence of this Agreement . will not includeinformation that ( A ) is available to the public other than as a result of a disclosure by a receiving Party orits Representatives in breach of this Agreement, ( B ) becomes available to the recipient of suchinformation from a third party that is not legally or contractually prohibited by the disclosing Party fromdisclosing such Confidential Information ; or ( D ) was developed by or for the recipient of such informationwithout the use of or reference to any of the Confidential Information of the disclosing Party or itsAffiliates . Notwithstanding anything herein to the contrary, all Confidential Information included within thePurchased Assets shall constitute Confidential Information of the Buyer from and after the Closing Date