definiens: shall mean any and all Know - How ( whether patentable or otherwise ), including animal models, manufacturing technology and in vivo and in vitro screening assays and methods for optimization and characterization of compounds that is : ( i ) Controlled by NGM or any of its Affiliates ( subject to Section 14.3 ) as of the Execution Date or during the Term ; and ( ii ) ( a ) to the extent Controlled during the NP201 Research Term, is reaso nably necessary or useful, or ( b ) to the extent only Controlled after the expiration of the NP201 Resear ch Term, is reasonably necessary, in each case of ( ii ) ( a ) and ( b ), for the research, Development, ma nufacture, use or Commercialization of NP201 Compounds or NP201 Products ; provided, however, tha t shall not include any of NGM ’s proprietary gene or peptide delivery technolo gies that are used solely for research purposes, including discovery of antibodies, peptides or othe r large molecule or small molecule compounds