definiens: means ( a ) research and development or commercialization info rmation, unpatented inventions, trade secrets, proprietary m aterials, or any other proprietary or confidential technical data or information, Development Intellectual Property, including without limitation, products, methods, te chniques, processes, specifications, recipes, formulae, desig ns, plans, 11 / 118 drawings, data, protocols or non - clinical and clini cal studies ( including, without limitation Data ), w hich are generated by or under the authority of NBIX or its Affiliates and contractors or otherwise Controlled by NBIX during the Term ( including without limitation any o f the foregoing arising from any Development Studie s ), and are either ( i ) reasonably necessary for the manufacture, use, dev elopment, marketing, distribution, importation, commercialization, offer for sale or sale of BIA 9- 1067 or any Licensed Product, or ( ii ) useful for the manufacture, development, marketing, distribution, importation, commercialization, offer for sale or s ale of any Licensed Products to the extent that NBIX has devel oped or otherwise uses such know - how in connection with BIA 9 - 1067 or any Licensed Products . The term includes all information included in INDs / NDAs and any other regulatory filings and corr espondence related to BIA 9 - 1067 or any Licensed Pr oduct and all Data and information submitted in support o f such filings or correspondence, and information r elating to marketing and commercialization, to the extent Cont rolled by NBIX during the Term and which relate to BIA 9 - 1067, the Initial Product or any other Licensed Pro ducts, and NBIX ’s interest in Development Intellect ual Property jointly owned by the Parties ; provided how ever that in the event that any Third Party becomes an Affiliate of NBIX by merger with or by acquisition of NBIX or any of its Affiliates, any know - how of s uch Third Party in existence as of the effective date o f such merger or acquisition shall not be included in NBIX Know - How so long as it is not used and was not gene rated in connection with the development, manufactu re or commercialization of any Licensed Product