definiens: means : ( a ) any and all technical, scientific, reg ulatory, clinical, medical, marketing, sales, financial and business informatio n and data, know - how, formulations, trade secrets, techniques, processes, ideas, concepts, designs, original works of authorship, enhancements, derivative works, ada ptations, discoveries and unpatented inventions developed, co nceived, reduced to practice, originated, prepared, learned, generated, obtained or made by or on behalf of a Pa rty or its Affiliates on and after the Effective Da te and relating to the Products or arising out of the Agre ement, including all Development Plans, Development Reports, preclinical and clinical data, analytical and quali ty control data, stability data, studies and proced ures, marketing studies, Promotional Materials, customer lists, dis tribution sources and any records described in Schedule 5.2(b ) ( Audit and Record - Keeping Requirements ) ; ( b ) any and all Improvements relating to any of t he foregoing ; and ( c ) any and all intellectual property rights in or to any of the foregoing . Developed Know - How doe s not include any of Manufacturing Know - How, Product Know -How and Licensed Know - How . For the avoidance of doubt, Improvements to any of the Products, Product Technology or the Brusilow Intellectual Property, in either case made by or on behalf of either Party on and af ter the Effective Date, shall be considered Develop ed Know - How . For clarity, intellectual property that Hyperi on demonstrates was independently developed or acqu ired by or on behalf of Hyperion shall not be included in D eveloped Know - How