definiens: shall mean ( i ) any MRCT Invention and ( ii ) all patented and non - patented proprietary technology and information, in any form whatsoever, that is : ( a ) necessary or useful for making and using the Licensed Products, without regard to whether or not the technology or information is patentable ; ( b ) owned, controlled, or developed by MRCT, as of the Effective Date or hereafter during the term of this Agreement ; and ( c ) provided by MRCT to Intellect hereunder, including, but not limited to discoveries, formulae, materials, practices, methods, lmowledge, lmow - how, processes, trade secrets, ideas, concepts, manufacturing, engineering, standard operating procedures, flow diagrams and charts, quality assurance, quality control data, technical data, manufacturing technology, research data and records, and all other confidential or proprietary technical and business information relating to the humanisation of murine antibodies, generation of chimeric antibodies, or any gene expression vectors used in such methods and all improvements or modifications thereto . For purposes of clarity, MRCT IP includes MRCT Inventions that satisfy ( a ), ( b ) and ( c ), above, while MRCT IP does not include Licensed Patent Rights as defined hereunder