definiens: means any and a ll know - how and information, trade secrets, pre - cli nical and clinical development, including [COMPANY] ’s Propr ietary Information, and other technical information including any of the foregoing generated under or i n connection with this Agreement or the S2 / Vero Agr eement ( whether or not confidential, proprietary, patented or patentable ), and all tangible embodiments of an y of the foregoing in written, electronic or any other form, that are necessary or reasonably useful, in the or dinary course of business, for Manufacturing or Commercializing t he Product that is owned, Controlled, used or held by [COMPANY] and associated trade secrets and other know - how, that in all cases are reasonably useful o r are required for the Commercialization and Manufacture of the Product ; provided, that [COMPANY] Information shall not include information that S2 or VeroScienc e are under an obligation to unrelated Third Partie s not to disclose