definiens: means ( a ) all inventions, discoveries, Know - How, methods, processes, data, information, technology, research tools, compositions, formulas and tangible materialscontrolled by Merck Serono or its Affiliates that ( i ) as of the initial date of the License Agreement, Merck Serono knewor should have known ( based on at least preliminary data ) to be necessary for Merck Serono ’s developmentobligations under the License Agreement, ( ii ) are necessary for [COMPANY], its Affiliates and sublicensees to develop, use, sell, offer to sell, or import the Products, ( iii ) is or were used by Merck Serono in connection with any of theProducts, or ( iv ) other than Project Technology, were actually used by Merck Serono or its Affiliates, during and in thecourse of Merck Serono ’s development obligations under the License Agreement ( collectively, the ) ; ( b ) other than Project Technology, any and all improvements to the Merck Serono Technology, to theextent invented, discovered, developed or otherwise generated by Merck Serono or its Affiliates directly throughMerck Serono ’s development obligations under the License Agreement ; and ( c ) all Patent Rights, trade secrets, andother Intellectual Property rights anywhere in the world in and to any of the Merck Serono Technology andimprovements thereto described in clauses ( a ) and ( b )