definiens: shall mean any and all documents, data and other materials or information, including without limitation Compounds, programs and business strategies, ( whether in writing, or in oral, graphic, electronic or any other form ) of any of the [COMPANY] Group or any of the [COMPANY] Group, as applicable, that is marked or described as confidential or proprietary or that can reasonably be considered to be confidential or proprietary under the circumstances and that, before or after the Effective Date, ( i ) is or was disclosed ( including in connection with any transfer, assignment, conveyance and other transaction under the Asset Purchase Agreement and the Contribution Agreement ) by any of the [COMPANY] Group to any of the [COMPANY] Group, ( ii ) is or was obtained by any of the [COMPANY] Group through inspection or observation of any of the [COMPANY] Group 's property or facilities ( including ARI 's facilities transferred to the Mfymax Group under the Asset Purchase Agreement ) or through disclosure or retention by former employees of any of the [COMPANY] Group that subsequently have become employees of any of the [COMPANY] Group, ( such information described in ( i ) and ( ii ), except for Mfymax Assigned Confidential Information as defined below, being the ), ( iii ) is or was disclosed by any of the [COMPANY] Group to any of the [COMPANY] Group, ( iv ) is or was obtained by any of the [COMPANY] Group through inspection or observation of any of the [COMPANY] Group 's property or facilities, or ( v ) was created, developed, discovered or invented by ARI prior to the Closing and assigned to Mfymax by the Contributors ( as defined in the Contribution Agreement ) under the Contribution Agreement ( specifically excluding, without limitation, any documents, data and other materials or information connected to the TPO Patents, TPO, the BEADS Compounds, or Technology or Technology Rights related thereto ) ( such information described in ( v ) being the and such information described in ( iii ) through ( v ) being the )