definiens: means any and all ( i ) inventions, discoveries, works of authorsh ip ( including without limitation computer software and related code and d ocumentation ), trademarks, service marks, trade sec rets, know - how, products, processes, materials, systems, tools, methodologies, technologies, and other intellectu al property created, conceived, reduced to practice, or otherwi se developed by or on behalf of, or otherwise obtai ned by or licensed by third parties to, COMPANY as of the Eff ective Date ; ( ii ) all improvements, derivative work s, compilations, and other modifications of the forego ing in clause ( i ) created, conceived, reduced to pr actice, or otherwise developed after the Effective Date outsid e of the conduct of the Services ; and ( iii ) all Int ellectual Property Rights in and to the foregoing in clauses ( i ) and ( ii ), which are, in any such case, owned or controlled by COMPANY and necessary or useful for METRICS ' perfor mance and provision of the Services