definiens: means, other than Project Technology, all of the following Controlled by [COMPANY] or itsAffiliates:(a ) any inventions, discoveries, know - how, methods, processes, data, information, technology, research tools, reagents, compositions, formulas, biologic and other materials ( including nucleic acids, peptides, vectors, proteins, antibodies, assaysand the like ) that:(i ) exist as of the Effective Date and are necessary for the research, Development, Manufacture or use of a LicensedProduct;(ii ) are actually used by or on behalf of either party or its Affiliates in the performance of its Party DevelopmentTasks or Party Commercialization Tasks ; or(iii ) are invented, discovered, developed or otherwise generated after the Effective Date and are covered by PatentRights that specifically recite ( A ) a member of the Type-3 Interferon Family or any subunit, variant, mutant, oligomer, multimer, isoform or subspecies thereof and any fragment or derivative ( including genetic fusions and polymerizedderivatives ) of any of the foregoing as a claim element, including claims to the polynucleotide or polypeptide sequence of amember of the Type-3 Interferon Family or any subunit, variant, mutant, oligomer, multimer, isoform or subspecies thereofand any fragment or derivative ( including genetic fusions and polymerized derivatives ) of any of the foregoing ; ( B ) methodsof making a member of the Type-3 Interferon Family or any subunit, variant, mutant, oligomer, multimer, isoform orsubspecies thereof and any fragment or derivative ( including genetic fusions and polymerized derivatives ) of any of theforegoing ; ( C ) methods of using a member of the Type-3 Interferon Family or any subunit, variant, mutant, oligomer, multimer, isoform or Exhibit A - 2 - [ * ] Confidential Treatment Request edsubspecies thereof and any fragment or derivative ( including genetic fusions and polymerized derivatives ) of any of theforegoing ; and(b ) all Patent Rights, trade secrets and other intellectual property rights anywhere in the world covering any of thetechnology described in subparagraph ( a ) of this paragraph 1.13 ; provided that any of the foregoing technology and rightsdescribed in subparagraph ( a ) and ( b ) Controlled by any person or entity that becomes an Affiliate of [COMPANY] as a result of aChange of Control shall not be [COMPANY] Enabling Technology unless ( i ) such technology or rights had been Controlled by BMSor its Affiliates that were Affiliates prior to the Change of Control, or ( ii ) with respect to any of the foregoing technologycovered by Patent Rights, at least one named inventor was employed immediately prior to the public announcement of thetransaction giving rise to such Change of Control by [COMPANY] or one of its Affiliates that was an Affiliate prior to the Change ofControl, or ( iii ) is actually used by or on behalf of either party or its Affiliates in the performance of its Party DevelopmentTasks or Party Commercialization Tasks