definiens: shall mean, collectively, ( i ) Patents Controlled by a Materials TransferringParty that Cover the Materials, and ( ii ) Know - How Controlled by a Ma terials TransferringParty that pertains specifically to Materials . For clarity, Ma terials IP specifically excludes:(a ) in the event that FivePrime is the Materials Transferri ng Party, the FivePrime PlatformTechnology, FivePrime Background Know - How, FivePrime Background Patent Rights, FivePrime Collaboration Know - How, FivePrime Collaboration Patent Ri ght and FivePrime’sinterest in any Joint Know - How or Joint Patent Rights ; and ( b ) in the event that [COMPANY] is theMaterials Transferring Party, the [COMPANY] Background Know - How, [COMPANY] Bac kground PatentRights, [COMPANY] Evaluation Know - How, [COMPANY] Evaluation Patent Rights, [COMPANY] Lic ensed ProductKnow - How, [COMPANY] Licensed Product Patent Rights and [COMPANY] ’s interest in any Joint Know - How and Joint Patent Rights