definiens: shall mean all proprietary ideas, inventions, data, know - how, instructions, processes, formulas, materials, expert opinion, technology or other information ( including biological, chemical, physical and analyticaldata and information, and any structure - function data ), that ( a ) is either ( i ) Controlled by [COMPANY] as of the Effective Date, or(ii ) discovered, developed, conceived, reduced to practice or acquired during the Collaboration Term outside the course ofboth of the Collaboration and Ambit ’s research and development under Article IV by employees or agents of [COMPANY] or anyof its respective Affiliates, either alone or jointly, and is Controlled by [COMPANY] and ( b ) is necessary for the discovery, development, manufacture or use of Licensed Compounds and Collaboration Compounds and/or the development, manufacture, use, sale or commercialization of corresponding Licensed Products and Collaboration Products ; provided, however, that [COMPANY] Know - How shall not include [COMPANY] Patents, Licensed Compound IP, Ambit IP or CollaborationIP