definiens: means any and all information, ideas, inventions, data, files, plans, operating records, instructions, processes, formulas, formulation information, manufacturing technology, validations, package specifications, chemical specifications, chemical and finished goods analytical test methods, stability data, all clinical data, product specifications, information and inserts, information with respect to expert opinion, drawings, formulae, reports and information ( whether or not patented or patentable ), technology, techniques, and other Intellectual Property ( excluding Patents and Trademarks ), including all clinical, non - clinical, safety and adverse event report data and databases and manufacturing know - how related to or reasonably necessary to make and have made the Product throughout the world for use, sale and distribution in the Territory, and use, have used, offer to sell, sell, have sold, imported and have imported the Product in the Territory, that as of Closing are owned or Controlled by Seller or any of its Affiliates and used by Seller and Company in the Business, provided that excludes ( x ) any Intellectual Property that are licenses for commercial or software, and ( y ) administrative, finance and other infrastructure and back office information technology systems, networks and software