definiens: means all Trade Secrets and other confidential or proprietary information of a Person, including information derived from reports, investigations, research, work in progre ss, codes, marketing and sales programs, financial projections, cost summaries, pricing formulae, contract analyses, financial information, projections, confidential filings with any state or federal agency, and all other confidential concepts, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of such Person by its employees, officers, directors, agents, representatives, or consultants, other than information that is ( a ) already in the possession of the re ceiving party ( excluding, with respect to Seller, any Trade Secrets or information included in the Purchased Assets ), ( b ) generally available to or known by the public ( other than as a result of its disclosure by the receiving party in violation of this Ag reement ), ( c ) available to the receiving party on a non -confidential basis from a source other than the disclosing party, or ( d ) independently acquired or developed by the receiving party without violating any of its obligations under this Agreement or without use of or reference to any such Trade Secrets or information . For the avoidance of doubt, Assigned Know -How is the Confidential Information of Purchaser and Seller will be the receiving party with respect thereto, the Know -How in the Excluded Assets, including the Licensed Shared Know -How, is the Confidential Information of Seller and Purchaser will be the receiving party with respect thereto, and the terns if this Agreement will be the Confidential Information of each Party and each Party will be cons idered the receiving Party with respect thereto