definiens: shall mean and inclu de all technology and technical information willing to a Lead C ompound or used or furnished by [COMPANY] and/or its Affiliates in respe ct of the performance by it of its obligations hereunder, including a ll inventions, chemical structures and methods for synthesis, str ucture - activity relationships, assay methodology, methods, processes, formulae, plans, specifications, characteristics, equipmen t and equipment designs, know how, trade secrets, discoveries, results, formulations and biological, toxicological and clinical data and physi cal, chemical or biological material which are developed by employees of, or consultants to, [COMPANY] and/or its Affiliates, prior to o r during the term of this Agreement or acquired by purchase, licens e, assignment or other means from third parties prior to or during the term of this Agreement that is not Joint Technology, but only to the extent that [COMPANY] or its Affiliates is legally entitled to disclos e such Technology and technical information and use it in conne ction with the performance by it of its obligations hereunder