definiens: means all tangible materials in the possession and Control of [COMPANY] and/or its Affiliate(s ) as of the Effective Date orthereafter during the Term that ( a ) are necessary for the evaluation, Development, manufacture and/or Commercialization of [COMPANY] Antibodies and / orProducts in the Field or ( b ) otherwise embody [COMPANY] Know - How . [COMPANY] Materials shall include cell lines ( including strains for the expression of TrellisAntibodies, and corresponding host or control strains, and cell banks thereof ), DNA constructs and other materials necessary for the expression ofTrellis Antibodies, and tangible materials for use in assays necessary or reasonably useful for the characterization of [COMPANY] Antibodies, to the extentControlled by [COMPANY] and/or its Affiliate(s ) . For clarity, the use of in this definition shall exclude any Third Party that becomes an Affiliate orTrellis ( or any of its Affiliates ) after the Effective Date