definiens: means all confidential Know - How which ( a ) Amicus or its Affiliates Control as of the Effective Date ; or ( b ) subject to Sections 12.2 and 14.4(b ), is Controlled by Amicus or its Affiliates after the Effective Date and during the Term of this Agreement, and that is developed or acquired by or on behalf of Amicus or its Affiliates outside the Program and without the use of Program Improvements or Co - Formulation Product IP ; in each case ( a ) and ( b ), that is reasonably necessary or actually used to Develop, Manufacture or Commercialize Products in the Field Jar the Territory . Notwithstanding the foregoing, Amicus Know - How shall not include : ( i ) int01l11ation which is or becomes part of the public domain through no breach of this Agreement by [COMPANY] : ( ii ) information which eiSK can demonstrate by its written records was known by [COMPANY] or its Affiliates prior to the disclosure thereof by Amicus or its Affiliate ; ( iii ) information which is independently developed by [COMPANY] or its Affiliates outside of the Program, so long as such development does not result from use of Amicus Know-1 - 10w . and such independent development 3 CONFIDENTIAL TREATMENT REQUESTED BY AMICUS THERAPEUTICS, INC