definiens: means all information, materials, discoveries, Improvements, processes, methods, protocols, formulas, data, Inventions and trade secrets, patentable or otherwise, that do not fall within theVertex Patent Rights, and ( i ) that are Controlled by [COMPANY] or any of its Affiliates as of the Effective Date or ( ii)are discovered, created or developed, and Controlled, by [COMPANY] or its Affiliates in the course of Vertex’sperformance of the Development Program or Additional Development Activities, or of Manufacturing activities, under this Agreement or the Supply Agreement, or during studies of a Compound, Product Candidate orProduct undertaken after the end of the Development Program, or as part of the Commercialization of aCompound, Product Candidate or Product, and ( iii ) that are related to the Development, utilization, Manufactureor Commercialization of any Compound, Product Candidate or Product ; provided, however, that the term shall not apply to [COMPANY] ’s general drug design technology whether in hardware or softwareform, tangible or intangible