definiens: shall mean all proprietary ideas, inventions, data, know - how, instructions, processes,’formulas, materials, expert opinion, technology or other information ( including biological, chemical, physical andanalytical data and information, and any structure - function data ), that ( a ) is either ( i ) Controlled by [COMPANY] as of theEffective Date, or ( ii ) discovered, developed, conceived, reduced to practice or acquired during the Collaboration Termoutside the course of both of the Collaboration and Ambit ’s research and development under Article IV by employeesor agents of [COMPANY] or any of its respective Affiliates, either alone or jointly, and is Controlled by [COMPANY] and(b ) is necessary for the discovery, development, manufacture or use of Licensed Compounds and CollaborationCompounds and/or the development, manufacture, use, sale or commercialization of corresponding LicensedProducts and Collaboration Products ; provided, however, that [COMPANY] Know - How shall not include CephalonPatents, Licensed Compound IP, Ambit IP or Collaboration IP