definiens: means any Technology that is used by ELAN, or pro vided by ELAN for use, orthat is otherwise necessary or useful in the perfor mance of the Research Program, the Development or C o - Development ofLead Compounds or Clinical Candidates and/or the Co mmercialization of Products that is ( a ) Controlled by ELAN as of theEffective Date or ( b ) Made by employees of, or cons ultants to, ELAN after the Effective Date other tha n in the conduct ofELAN Research Activities or ELAN Development Activi ties and without the use in a material respect of a ny ARCHEMIXTechnology, ARCHEMIX Patent Rights, ARCHEMIX Materi als or Program Technology . For purposes of clarity, ELANBackground Technology ( a ) shall not include, and sh all not be included in, ELAN Program Technology, EL AN ProductTechnology or ELAN ’s interest in Joint Technology