definiens: shall mean all information and materials, includin g but not limited to, discoveries, Improvements, processes, methods, prot ocols, formulas, data, inventions ( including without limitation [COMPANY] Information and Invention s and [COMPANY] 's rights in Joint Information and Inventions ), know - how and trade secrets, patentable or otherwise, which are ( i ) discovered, developed, conceived, used or applied, and ( ii ) Controlled by [COMPANY] or its Affiliates, either ( x ) in connection with the performance by [COMPANY] of the Research Program, or ( y ) in connection with the conduct of a development program for a Product Candidate, prior to the end of the Wash - Out Period, and that are necessary or useful to [COMPANY] in connection with Mer ck 's obligations under this Agreement, including the research, development, utilization, manufacture or use of 6 Compounds, Development Candidates, Product Candidat es or Products ( other than any such technology that is exclusive to kinases other than any of the Aurora kinases ) ; provided, however, that the term shall not apply to [COMPANY] 's gener al drug design technology whether in hardware or software form, tangible or intangible