definiens: means an Antibody that : ( a ) ( i ) is selected bythe Joint Research Committee for research, optimization or preclinicalevaluation in the conduct of the Collaboration, ( ii ) is Controlled by a party,(iii ) either is in a party 's or any of its Affiliates ' possession as of theEffective Date or is discovered or acquired by either or both parties or any oftheir respective Affiliates during the Collaboration Term but outside theconduct of the Collaboration, and ( iv ) binds to or otherwise modulates a ProgramTarget ; ( b ) is first [ * * ] in the conduct of the Collaboration ; or ( c ) isotherwise designated a Program Antibody by the Joint Management Committee;provided, however, that in no event shall [ * * ] become a Program Antibody unlesssuch designation is affirmatively agreed to by the Joint Management Committeeafter disclosure of the nature of such Pre - existing Obligation by the applicableparty