definiens: means(a ) any and all Information, Materials and Inventions, whether or not patented orpatentable, that are Controlled by, or on behalf of, COLLABORATOR or its Affiliates ( including anAffiliate that becomes an Affiliate after the Cost Sharing Effective Date ) as of the Execution Dateor at any time during the Collaboration Term ( or, in the case of an Affiliate that became orbecomes an Affiliate after such date, from the date on which such Affiliate became or becomesan Affiliate and thereafter during the Collaboration Term ) that are necessary or reasonably usefulin connection with the research and Development, Commercialization, manufacture, formulation, or importation of a Collaboration Compound or Product ( collectively, ) ; and(b ) Patents with respect to the Information, Materials and Inventions described in clause(a ) above that are Controlled by, or on behalf of, COLLABORATOR or its Affiliates ( including anAffiliate that becomes an Affiliate after the Cost Sharing Effective Date ) as of the Effective Date orat any time during the Collaboration Term ( or, in the case of an Affiliate that became or becomesan Affiliate after such date, from the date on which such Affiliate became or becomes an Affiliateand thereafter during the Collaboration Term ) that are necessary or reasonably useful inconnection with the research and Development, Commercialization, manufacture, formulation, orimportation of a Collaboration Compound or Product ( collectively, ) ; in each case ( a ) and ( b ), provided, that:(i ) any such Information, Materials, Inventions, or Patents that ( x ) are Controlledby an Affiliate of COLLABORATOR that becomes such an Affiliate after the ExecutionDate by reason of a Change of Control of COLLABORATOR and ( y ) are existing andControlled by such Affiliate at the time such Person becomes such Affiliate shall notconstitute COLLABORATOR Technology except to the extent that it relates to anycompound of such Affiliate that is included in the Collaboration pursuant to Section 3.6 orSection 11.8 or relates to any Additional Indication or Additional Formulation that isincluded in the Collaboration pursuant to Section 3.7;(ii ) upon termination of the Collaboration pursuant to Article 11 with respect to aCollaboration Compound or Product as to the entire Territory, COLLABORATORTechnology shall be limited, with respect to such Terminated Compound / Product, to ( x)COLLABORATOR Know - How and those COLLABORATOR Patents with respect to suchCollaboration Compound or Product that are in existence as of the date of suchtermination and ( y ) those Patents Controlled by COLLABORATOR or its Affiliates that arefiled thereafter to the extent that they claim COLLABORATOR Know - How included inclause ( x ) of this subsection ( ii ), in each of ( x ) and ( y ) above to the extent at the time ofsuch termination ( A ) such COLLABORATOR Know‑How is actually used, or a license tosuch Patent is necessary, in connection with the research and Development, Commercialization, manufacture, formulation, or importation of such CollaborationCompound or Product in the Territory, and ( B ) such Collaboration Compound or Product9 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission.is then being Commercialized in the Territory or then being actively Developed pursuantto this Agreement ; and(iii ) COLLABORATOR Technology shall not include ( A ) Joint CollaborationTechnology or ( B ) Information, Materials and Inventions conceived, discovered, developed or otherwise made relating to manufacturing or manufacturing activitiesundertaken by COLLABORATOR or any of its Affiliates pursuant to Article 6