definiens: means, with respect to a Party, any and all technology, know - how, technicalinformation and other technical subject matter, and all intellectual property rights therein, in each case Controlled bysuch Party or its Affiliates as of the Effective Date or otherwise developed or acquired by or on behalf of such Partyoutside the performance of this Agreement, in each case that are necessary for the development andcommercialization of JVC Products under this Agreement . For clarity, ( i ) [COMPANY] ’s Background Technology includesthe [COMPANY] Expression Technology, including to the extent it is embodied in the applicable [COMPANY] Materials andDeliverables ( as defined in section 4.1.1 under the JDLA ) with respect to any JVC Product, and ( ii ) in the event JVCProducts include any PEGylated product, Agila ’s Background Technology includes the PEGylation technologydeveloped and/or acquired by Agila as provided in section 10.1 of the JDLA