definiens: shall mean all proprietary technical information, know - how, discoveries, improvements, processes, formulas, data, inventions, sequences, modifications, mechanisms of action, trade secrets, instruction and other intellectual property ( other than Patent Rights and the information disclosed or referenced therein ) and reagents, compositions, formulations, and materials ( as well as fragments, metabolites, constituents, components, and derivatives thereof ), whether or not patentable, that ( i ) are necessary for the development and commercialization of Licensed Products, ( ii ) relate to the Immune Modulator, or, ( iii ) to the extent ( but only to the extent ) necessary to permit Licensee to exercise its rights under Section 2.1, relate to manufacturing methods or processes for immunomodulatory compounds ( including the Immune Modulator ), discovery methods for immunomodulatory compounds ( including the Immune Modulator),and screening assays and other testing methods for immunomodulatory compounds ( including the Immune Modulator ), and, in each case, that exist as of the Effective Date or arise during the Term and are owned, proprietary to, licensed by, Controlled by, or otherwise in the possession of, Coley or its Affiliates as of the Effective Date or during the Term and are not generally known to others in the field to which such know - how pertains . Except as and to the extent necessary to permit Licensee to exercise its rights under Section 2.1, Know - How shall specifically exclude proprietary technical information, know - how, discoveries, improvements, processes, formulas, data, inventions, sequences, modifications, mechanisms of action, trade secrets, instruction and other intellectual property and reagents, compositions, formulations, and materials relating to manufacturing methods or processes, discovery methods, and screening assays and other testing methods