definiens: shall mean, with respect to a Party, ( a ) any and all non - public, proprietarytechnical information, know - how, trade secret, data, test results, knowledge, techniques, discoveries, inventions, specifications, designs, regulatory filings, and other information ( whether or not patentable ) and ( b ) any intellectualproperty rights thereon ( except trademarks ), including patent and patent application issuing or filed for basedthereon and copyright ; in each case under clause ( a ) and ( b ), that is related to a Licensed Product or to theresearch, manufacture, development, distribution, promotion, marketing, use, import, offer for sale or sale of aLicensed Product and that is first owned or controlled on or after the Effective Date by such Party or any of itsAffiliates . For clarity, Foreground IP of ATHX shall include the ATHX Foreground Patents