definiens: means a Protein that : ( a ) ( i ) is selected by theJoint Research Committee for research, optimization or preclinical evaluation inthe conduct of the Collaboration, ( ii ) is Controlled by a party, ( iii ) either isin a party 's or any of its Affiliates ' possession as of the Effective Date or isdiscovered or acquired by either or both parties or any of their respectiveAffiliates during the Collaboration Term but outside the conduct of theCollaboration, and ( iv ) is encoded by a Program Target 13 < PAGE > or derived from ( e.g., by means of amino acid substitutions, additions, deletions, and C- and N - terminal fusions ) a Protein encoded by a Program Target;(b ) is first [ * * ] in the conduct of the Collaboration ; or ( c ) is otherwisedesignated a Program Protein by the Joint Management Committee ; provided, however, that in no event shall [ * * ] become a Program Protein unless suchdesignation is affirmatively agreed to by the Joint Management Committee afterdisclosure of the nature of such Pre - existing Obligation by the applicableparty