definiens: shall mean any and all information, da ta and materials including technology, processes, methods, protocols, discoveries, inventions, know -how, and trade secrets ( whether or not patentable or reduced to practice ), which, during the term of this Agreement : ( a ) are owned or controlled by [COMPANY] and which [COMPANY] has the right to license or sublicense to [COMPANY] hereunder ( and subject to all conditions and limitations on [COMPANY] ’s right to so license or sublicense the same ) ; ( b ) are not publicly known ; and ( c ) that are [ * ] for [COMPANY] to exercise the licenses with respect to DeltaBase and/or any Knockout Mice Materials granted to [COMPANY] under this Agreement . Notwithstanding the foregoing, the following are expressly excluded from this definition of [COMPANY] Know -How : ( 1 ) all [COMPANY] Patent Rights ; and ( 2 ) all intellectual property owned or controlled by [COMPANY] relating to, and to the extent such intellectual property relates to, any ( A ) methods of producing and/or breeding transgenic animals ( including Knockout Mice ), or methods of producing libr aries, clones, plasmids, constructs and vectors [ * ] used in such methods, and/or ( B ) products, formulations or compositions, or any uses of any of the foregoing ( other than any uses permitted hereunder, and any intellectual property relating to DeltaBase or any Knockout Mice Materials provided by [COMPANY] to [COMPANY] hereunder ) invented, developed or acquired by [COMPANY] itself, or through or in collaboration * Confidential portions of this document have been redacted and have been filed separately with t he Commission