definiens: means any published or unpublished researchand development information, know - how and technical data ( but excluding anyPatent Rights ) which is in the possession of any of the Licensors or theirrespective employees on or after the Effective Date, or which is developed byany Licensor during the term of this Agreement, ( a ) for which any Licensor hasthe right to grant a license hereunder, ( b ) which is necessary for the practice, use or further development of the Future Compounds, and ( c ) which resulted, results, was developed, or is developed through the use of ( i)Licensee - sponsored research funding under a sponsored research agreement, ( ii)Governmental Funding made available to any of the Licensors, or ( iii ) fundsexpended by Licensee or obtained through Licensee 's efforts or assistance, including, without limitation, all of the funds provided ( and to be provided ) inconnection with the Foundation Program or by any other charitable or non - profitorganization which funds a program in which both Licensee and any Licensor areparticipants