definiens: means all proprietary ideas, inventions, data, instructions, processes, trade secrets, devices, methods, formulae, Materials, protocols and marketing and other information, including improvements thereon, whether or not patentable, including, without limitation, biological, chemical, toxicological, physical and analytical, safety, manufacturing and quality control data and information, which are ( a ) not publicly available and not covered by Patent Rights, but which ( i ) are necessary or useful for the commercial exploitation of the Patent Rights or the conduct of the Projects or ( ii ) otherwise relate to Biomolecules or Products, and ( b ) Controlled by a Party or its Affiliate as of the Effective Date ( including those based on or derived from information or inventions generated in the course of the research program conducted under the Research Collaboration Agreement ) or after the Effective Date ifbased on or derived from information or inventions generated in the'course of the Research Program