definiens: means all tangible materials in the possession and Control of [COMPANY] and/or its Affiliate(s)as of the Effective Date or thereafter during the Term that ( a ) are necessary or reasonably useful for the evaluation, Development, manufacture and/or Commercialization of Compounds and/or Products in the Field or ( b ) otherwiseembody [COMPANY] Know - How . [COMPANY] Materials shall include cell lines ( including research strains and production strainsfor the expression of Compounds, and corresponding host or control strains, and cell banks thereof ), DNA constructsand other materials necessary for the expression of Compounds, and tangible materials for use in assays necessaryor reasonably useful for the characterization of Compounds . For clarity, the use of in this definition shallexclude any Third Party that becomes an Affiliate due to a Change of Control Transaction involving [COMPANY] ( or any ofits Affiliates ) and such Third Party