definiens: means any inventions, information, methods, know - how, trade secrets or data that ( a ) are necessary or reasonably useful for the perfonnance of the Collaboration . ( b ) arc Controlled by Schcring - Plough, ( c ) are utilized inthc Collaboration ( but only to the extent so utilized ) and ( d ) either are in Schering - P lough 's or any of its Affiliates ' possession as of the Predecessor Agreeme nt Effective Date ( in the case of Organon or Intervet ) or as of the Acquisition EffC{;tive Date ( in the case of Schering - Plough and its Affiliates other than Organon or Lntervet ) or are discovered or acquired by Schering - Plough or any of its Affiliates during the Collaboratio n Ternl but outside of the conduct of the Collaboration . Schering- Plough Background Technology also includes any inventions, infonnation, methods, know - how, trade secrets or data ( i ) relating to research and development methods and processes first identified or discovered by Schering - Plough or its Affiliates in the course of perfonning Biotherapeutics Research or Development activities under the Collaboration or ( ii ) relating to manUf < lC1Uring and analytical methods and processes first identified or discovered by Schering- Plough or its Aniliates in Ihe course of manufacture of a Collaboration Product, in each case that are not Program Technology