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 analytical data andinformation, and any structure - function data ), that ( a ) is either ( i ) Controlled by Ambit 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 Ambit or any ofits respective Affiliates, either alone or jointly, and is Controlled by Ambit and ( b ) is necessary for the discovery, development, manufacture or use of Licensed Compounds, Collaboration Compounds and Derivative Compounds and/or thedevelopment, manufacture, use, sale or commercialization of corresponding Licensed Products and Collaboration Products;provided, however, that Ambit Know - How shall not include Ambit Patents, Licensed Compound IP, Collaboration IP orCephalon IP