definiens: means all scientific and technical information, data, and Know - How known to and Controlled by Five Prime as of the Effective Date or during the Term(including Five Prime ’s interest in Collaboration Know - How jointly owned with [COMPANY] ) that is necessary orreasonably useful for the testing, development, manufacture, distribution, use, importation, exportation or sale of aLicensed Antibody or a Licensed Product ( other than any Active Ingredients that are not Licensed Antibodies),including all biological, chemical, pharmacological, toxicological, clinical, assay and other methods of screening, related structure activity relationship Know - How, and trade secrets, but excluding ( a ) all information, data orKnow - How within the Five Prime Platform Technology, ( b ) all Know - How licensed to Five Prime by a Third Partypursuant to a license agreement that is not a Third Party License, ( c ) all Know - How that is Unilateral IntellectualProperty, except to the extent that [COMPANY] has reimbursed Five Prime for the Development Expenses for such FivePrime Unilateral Studies pursuant to Section 4.4 and ( d ) all Know - How that comes into Five Prime ’s Control as aresult of a Change of Control of Five Prime