definiens: means all proprietary infor mation ; trade secrets ; Know - How ; utility models ; confidential information ; inventions ( whether paten table or unpatentable and whether or not reduced to practice or claimed in a pending patent application ) and imp rovements thereto ; Patents ; registered or unregiste red trademarks, trade names and service marks, includin g all goodwill associated therewith ; registered and unregistered copyrights and all applications thereo f ; in each case that ( i ) are owned, controlled by, issued to, licensed to, licensed by or hereafter acquired by o r licensed by NGX or its Subsidiaries, including, w ithout limitation, any intellectual property subject to th e agreements listed on Schedule 3.12(b ) of the Fina ncing Agreement, and ( ii ) relating to, embodied by, cover ing or involving or necessary or used to ( a ) manufa cture or have manufactured, the Licensed Products for Exploi tation in the Territory or ( b ) sell, have sold, mar ket, or have marketed, the Licensed Products, in each case in th e Territory