definiens: means manufacturing information, unpatented inven tions, trade secrets, proprietary materials, or any other type o f proprietary or confidential technical data or inf ormation, including, without limitation, methods, techniques, processes, specifications, recipes, formulae, desi gns, plans, drawings, data, or protocols, which are Controlled by BIAL or its Affiliates as of the Effective Date or during the Term and are either ( i ) reasonably necessary for the manufacture of the BI A 9 - 1067 API, or ( ii ) reasonably useful for the manufacture of BIA 9 - 1067 API to the extent that BIAL or its Affiliates have developed or used such know - how in connection with the BIA 9 - 067 API as of the Effective Date or during the Term ; provid ed however that in the event that any Third Party beco mes a BIAL Affiliate by merger with or by acquisiti on of BIAL or any of its Affiliates, any manufacturing kn ow - how of such Third Party in existence as of the e ffective date of such merger or acquisition shall not be inc luded in Manufacturing Know - How, unless such manufacturing know - how was Controlled by BIAL or it s Affiliates prior to the effective date of such me rger or acquisition, or it is used thereafter and Controlle d by BIAL or its Affiliates in connection with the manufacture of the BIA 9 - 1067 API . For greater certainty, the M anufacturing Know - How is not included in the BIAL K now - How