definiens: means all confidenti al or proprietary information, in whatever form or manner presented, which : ( a ) relates to a disclosin g party ’s business or business plans, including suppliers, customers, prospective customers, contra ctors, clinical data, the content and format of var ious clinical and medical databases, utilization data, c ost and pricing data, disease management data, software products, programming techniques, data war ehouse and methodologies, know - how, trade secrets, technical and non - technical materials, pro ducts, specifications, processes, sales and marketi ng plans and strategies, designs, and any discussions and proceedings relating to any of the foregoing ; ( b ) is disclosed pursuant to this Agreement or any Product Addendum ( or is included in the Animal Health Assets or Excluded Assets ( each as defined i n the Separation Agreement ), as applicable, and was lawfully in the recipient ’s possession prior to the time of disclosure and is used in connection w ith performance of the recipient ’s obligations or exerc ise of the recipient ’s rights hereunder ) ; and ( c ) i s ( i ) disclosed in writing, electronically, or visual ly and is marked or stamped to indicate its confide ntial nature or is otherwise identified as confidential b y the disclosing party at the time of such disclosu re ; ( ii ) disclosed orally and is identified as confiden tial by the disclosing party at the time of such disclosure and is confirmed in writing within fourt een ( 14 ) calendar days after such disclosure ; or ( iii ) information, however disclosed, which should reasonably be considered to be confidential