definiens: means : ( a ) the proprietary coding, software, mathematical or probabilistic models that predictthe likelihood of compounds being active against a specified biological target or having a particular ADMET parameter, automated design algorithms, evolutionary design algorithms, active learning algorithms, an integrated structural database, and structure - based design programs, in each case whichare Controlled by [COMPANY] ( and/or its Affiliates ) as of the Effective Date or otherwise during the Term and which comprise [COMPANY] ’s artificialintelligence - based drug discovery platform ; and ( b ) any enhancement, refinement, modification or improvement to any technology falling within the scopeof ( a ) ( ) regardless of whether the creator of that [COMPANY] Platform Technology Improvement is anemployee, agent, consultant and/or contractor of [COMPANY] or [COMPANY] ; provided, however, where the creator is an employee, agent, consultant and / orcontractor of [COMPANY] such [COMPANY] Platform Technology Improvement must have been created by such employee, agent, consultant and/or contractor inthe course of the performance of the Research Program or any other activity under this Agreement or must have been created by such employee, agent, consultant and/or contractor utilizing Confidential Information of [COMPANY] relating to any technology falling within the scope of clause ( a ) abovedisclosed to [COMPANY] under this Agreement