definiens: shall mean all technical infom1ation and data, other than the Licensed Patents, whether or not presently known or learned, invented, or developed by the Inventor or any employees of EMORY working under the Inventor 's direct supervision, prior to the date of tins agreement and while they were under a duty to assign intellectual property rights to EMORY, to the extent that ( a ) such teclmical infonnation and data are useful for the manufacture, use, importation, offer for sale or sale of any Licensed Product ; ( b ) EMORY possesses the right to license the use of such infol111ation and data to CYBERKINETICS for commercial purposes without incurring financial or other non - contingent, material obligations to any third party and without breaching any obligations of confidentiality with any such party ; and ( c ) such infonnation and data is not presently owned by CYBERKINETICS and does not in the future become publicly known other ti1an through disclosure by CYBERKINETICS