definiens: means all technical information, material and know - how known to and Controlled by [COMPANY] or any of its Affiliates as of the Effective Date or at any time during the term ofthis Agreement ( including, without limitation, all biological, cell line, chemical, pharmacological, toxicological, clinical, assay and related know - how and trade secrets, and all manufacturing data, the specifications of ingredients, the manufacturing processes, specifications, sourcing information, assays, quality control and testing procedures, software, algorithms and related know - how and trade secrets ) that is ~~~~efly;,~~J ~ tf(~t9 or r~~~9Il ~ brYnege ~ sary for the manufacture, Development and/or Commercialization of the Licensed Compound and Licensed Products or any of them in the Field . Irnmunomedics Know - How shall include the information, material and know - how -4 - I - PR/13 1 9149.4 described in and shall also include ~lr } ~\ltQ ~ mi!t ~ qfi~;~f~~~r ~ i'~~l~';~I~,\Ytl1 ~ WJ'c~$~;¢h > p(;~l § i~;if~~~J~;~¢~~~~~I ~ mmunomedics ( or any of its Affiliates ) in the course of exercising rights or performing obligations under this Agreement ( whether alone or jointly with [COMPANY] or any ofUCB 's Affiliates ), but shall, in any event, exclude(i)'t~9~2F~ licensed to [COMPANY] pursuant to [COMPANY] ' Third Party License with R:¢pW:;~ij and ( ii ) E : aai(HS~,tqljcs 1.41 means ( a ) any patents and patent applications ( with the term patent being deemed to include an inventor 's certificate, utility model and design model ) Controlled by lnununomedics or any of its Affiliates as of the Effective Date or at any time during the term ofthis Agreement which would be infringed ( absent a license ) by the Development, Commercialization, manufacture, use, marketing or sale of the Licensed Compound or any Licensed Product, including, without limitation, those patents and patent applications listed in Appendix I hereto and also including all such rights ofImmunomedics and its Affiliates in any Joint Invention, ( b ) any foreign counterparts thereof, ( c ) all divisionals, continuations, continuations - in - part thereof, ( d ) all patents issuing on any of the foregoing, and any foreign counterparts thereof, and ( e ) all registrations, reissues, re - examinations, renewals, supplemental protection certificates and extensions of any ofthe foregoing