definiens: means ( i ) any Program Technology, other than Product Technology, that is ( a)jointly conceived or reduced to practice by one or more employees of or consultants to MERCK and one or more employees ofor consultants to [COMPANY] or ( b ) conceived or first reduced to practice solely by one or more employees of, or consultants to, aParty resulting from the use in any material respect of ( i ) any Technology, Patent Rights or Proprietary Materials Controlled bythe other Party and/or ( ii ) any Product Use Technology ; provided however, that the use by a Party of fluid, tissue or tumorsamples or data collected by either Party in the Development Program in the discovery or development of Biomarker Informationor Biomarkers or otherwise other than used in connection with Biomarkers for use with mTOR Inhibitors shall not cause suchBiomarker Information or Biomarkers or other inventions to be Joint Technology