definiens: shall mean all information and materials, including discoveries, improvements, processes, methods, protocols, formulas, compositions of - 3 - matter, data, inventions, know - how ( including any [COMPANY] Payload Technology ) and/or trade secrets, patentable or otherwise, which ( i ) are Controlled by [COMPANY] as of the Effective Date or during the ResearchTerm, ( ii ) are not generally known or available and ( iii ) [COMPANY] chooses to make available for use byAgensys in connection with the performance of activities under the Research Program . For clarity, theAmbrx Background Know - How shall include all know - how under the ReCODE ™ Technology and all know - how under the EuCODE ™ Technology . Notwithstanding the foregoing, shall exclude ( x ) the [COMPANY] Collaboration Information and Inventions and ( y ) [COMPANY] ’s rights in JointCollaboration Information and Inventions