definiens: means all information about any element of IMMUCELL Technology, as well as any other information regard ing the business or operations of IMMUCELL, that ( A ) is disclosed by IMMUCELL to PFIZER or its Affiliates d uring the Term of this Agreement and, if in written form, designated by IMMUCELL at the time o f disclosure or, if in oral form, memorialized in w riting as and delivered to PFIZER within thirt y ( 30 ) days after disclosure, or ( B ) was deemed con fidential and supplied by IMMUCELL to PFIZER prior to the Ter m of this Agreement under the Confidentiality Agreements ( and, to the extent such prior disclosur e was made after November 1, 2004, is memorialized in writing as confidential within 60 days after the Ef fective Date ), except to the extent that PFIZER can show that such information ( i ) as of the date of disclosure t o PFIZER, was already lawfully in PFIZER ’s possessi on free from any obligation to keep it confidential at the time of receipt from the other party ; or ( ii ) was o r is, now or in the future, public knowledge through no act or omis sion of PFIZER or its officers, employees, agents, subcontractors, sublicensees, distributors or Affil iates ; or ( iii ) was lawfully obtained by PFIZER fro m a third party having the right to disclose it free from any obligation of confidentiality ; or ( iv ) was indepen dently developed by or for PFIZER without violating the te rms of this Agreement or the Confidentiality Agreem ents ; or ( v ) is, in the reasonable opinion of legal counsel, required to be disclosed under Law ; provided that, in the case of ( v ), PFIZER ( x ) provides IMMUCELL sufficient pri or notice ( to the extent practicable ) of such discl osure and agrees to cooperate, at the request and sole expens e of IMMUCELL with IMMUCELL ’s efforts to preserve t he confidentiality of such information and ( y ) complie s with Section 7.1(b ) hereof