definiens: means any inventions, information, methods, know - how, trade secrets or data that ( a ) are necessary or useful forthe performance of the Collaboration, ( b ) are Controlled by [COMPANY], ( c ) areutilized in the Collaboration ( but only to the extent so utilized ) and ( d)either are in [COMPANY] 's or any of its Affiliates ' possession as of the EffectiveDate or are discovered or acquired by [COMPANY] or any of its Affiliates duringthe Collaboration Term but outside of the conduct of the Collaboration . OrganonBackground Technology also includes any inventions, information, methods, know - how, trade secrets or data ( i ) relating to research and development methodsand processes first identified or discovered by [COMPANY] or its AffiliatedSubcontractor(s ) in the course of performing Biotherapeutics Research orDevelopment activities under the Collaboration or ( ii ) relating to manufacturingand analytical methods and processes first identified or discovered by Organonor its Affiliated Subcontractor(s ) in the course of Manufacture of aCollaboration Product, in each case that are not Program Technology