definiens: shall mean all proprietary ideas, inventions, data, know - how, instructions, processes, formulas, materials, expert opinion, technology or other information ( including, biological, chemical, physical andanalytical data and information, and any structure - function data ), that ( a ) is either ( i ) Controlled by Ambit as of theEffective Date, or ( ii ) discovered, developed, conceived, reduced to practice or acquired during the Collaboration Termoutside the course of both of the Collaboration and Ambit ’s research and development under Article IV by employeesor agents of Ambit or any of its respective Affiliates, either alone or jointly, and is Controlled by Ambit and ( b ) isnecessary for the discovery, development, manufacture or use of Licensed Compounds, Collaboration Compoundsand Derivative Compounds and/or the development, manufacture, use, sale or commercialization of correspondingLicensed Products and Collaboration Products ; provided, however, that Ambit Know - How shall not include AmbitPatents, Licensed Compound IP, Collaboration IP or [COMPANY] IP