definiens: means, to the extent Controlled by CuraGen orany of its Affiliates as of the Effective Date, all Inventions and Know - How first conceivedjointly and/or reduced to practice jointly by one or more employees of CuraGen or its Affiliates(or of any Third Party working on behalf of or for the benefit of CuraGen or its Affiliates and / orin whose Inventions and Know - How CuraGenor its Affiliates otherwise has rights ) and one ormore employees ofTopoTarget or its Affiliates ( or of any Third Party working on behalf of orfor the benefit ofTopoTarget or its Affiliates and/or in whose Inventions and Know - HowTopoTarget or its Affiliates otherwise has rights ), or first conceived by such employees of oneParty and reduced to practice by such employees of the other Party, in all cases in the course ofor in connection with the Research Program or with the product candidate having the designationPX1 06491, as well as any and all Patents and other intellectual property rights covering the same, including W006/082428, and W007/054719,"Histone deacetylase ( HDAC ) inhibitors ( pXD 101 ) for the treatment of cancer alone or incombination with chemotherapeutic agent " . It is understood, however, that no compounds inTopoTarget 's library ofHDAC Inhibitors at the outset of the Research Program were broughtwithin the by virtue of CuraGen and [COMPANY] employees orThird Parties working on their behalf jointly reducing to practice or demonstrating utility of suchcompound in any medical or clinical application or indication means any and all information, ideas, inventions, data, files, plans, operating records, instructions, processes, formulas, formulation information, manufacturingtechnology, validations, package specifications, chemical specifications, chemical and finishedgoods analytical test methods, stability data, all clinical data, product specifications, informationwith respect to expert opinion, drawings, formulae, reports and information ( whether or notpatented or patentable ), technology, techniques, and other intellectual property, in any formincluding paper, electronically stored data, magnetic media, film and microfilm