definiens: means any and all technology, information, material, and know - how, including, but not limited to inventions ( including MERCK Therapeutic Collaboration Inventions and MERCK 's rights in Joint Therapeutic Collaboration Inventions ), discoveries, improvements, processes, methods, protocols, formulas, data, and trade secrets, patentable or otherwise which : ( a ) as of the Effective Date and/or during the Collaboration Term, is in the Control of MERCK or ROSETTA or their wholly - owned subsidiaries, and ( b ) is necessary or useful to ALNYLAM for the research, development, manufacturing, marketing, use, sale or.import of a specific RNAi Therapeutic Product within the Therapeutic Collaboration, and ( c ) is not included in MERCK Broad RNAi Technology . The term does not include technology, information, or material, including but not limited to inventions, discoveries and know - how, patentable or otherwise, relating to MERCK Non­Druggable Targets, including but not limited to MERCK RNAi Novel Target IP