definiens: shall mean ( i ) the [COMPANY] Patents, ( ii ) any andall proprietary processes, trade secrets, technical information, know - how, technology and other intellectual property of [COMPANY] claimed in or relating tothe [COMPANY] Patents, or which is necessary or useful to practice the technologydescribed in the [COMPANY] Patents existing on the Effective Date and, on theEffective Date of this Agreement, owned or licensed to [COMPANY] with the right togrant licenses or sublicenses thereunder, and ( iii ) any and all proprietaryprocesses, trade secrets, technical information, know - how, and otherintellectual property, whether or not patented or patentable, first developed, conceived or reduced to practice by [COMPANY] or its Collaborators within five ( 5)years after the Effective Date, which constitutes an improvement to thetechnology described in clause 1.15(i ) or 1.15(ii ) above, and as to which Vertexhas the right to grant licenses or sublicenses