definiens: shall mean all confidential or proprietary information in the possession ofSeller or its Affiliates relating to Purchaser or its Affiliates, the Business, the Products, the Purchased Assets or theAssumed Liabilities, including ( a ) information and data relating to sales, advertising, manufacturing, packaging, distribution, detailing, marketing, strategic plans, costs, development, commercialization, technology or formulae, ( b)without limiting the generality of the foregoing, copies of any Product Books and Records retained pursuant to Section2.01(d ) and ( c ) Know - How . shall not include any information that ( i ) was publicly availableprior to the date of this Agreement or hereafter becomes publicly available not as a result of any breach of thisAgreement by Seller or any of its Affiliates ( or their Representatives ) or ( ii ) becomes available on a non - confidentialbasis to Seller or its Affiliates from a Person ( other than Seller or any of its Affiliates ) that is not subject to any legallybinding obligation to keep such information confidential