definiens: shall mean all ( a ) technology including, but not limited to, trade secrets, know - how, inventions ( i.e., conceived or reduced to practice, constructively or actually ), data, results and information ( including, but not limited to, all chemical, pharmacological, toxicological, clinical, assay, control and manufacturing processes and data, research and preclinical and clinical data, protocols, analytical methods and any other information ) and Materials, whether patentable or not, related to products, processes, formulations and/or methods of making or using products and that ( i ) are developed by [COMPANY] using [COMPANY] Know­How or ( ii ) are jointly invented ( i.e., conceived or reduced to practice, constructively or actually ) by lmmunomedics and [COMPANY] during the term of this Agreement and ( b ) Materials, whether patentable or not, related to products, processes, formulations and/or methods of making or using products and that are developed by [COMPANY] as the direct and immediate result of using Materials within [COMPANY] Know - How, as affirmed by [COMPANY] in good faith or in patent filings wherein such Materials within [COMPANY] Know - How are disclosed . For the avoidance of doubt, it is intended that Joint Know - How shall exclude [COMPANY] Know - How and [COMPANY] Know - How