definiens: means, collectively : ( a ) which means Know - How and Materials that ( i ) are Controlled by [COMPANY] or any of its Affiliates ( other than pursuant to a [COMPANY] In - License ) as of the Original Agreement Date or thereafter during the Term, ( ii ) arise outside of the Collaboration Program, ( iii ) are provided by [COMPANY] to the Collaboration Program pursuant to Section 2.l(i ) for the Parties ' research, Development or Manufacture of Product Candidates in the Field and ( iv ) are necessary or useful for the research, Development or Manufacture of Product Candidates in the Field ; and ( b ) which means Patents Controlled by [COMPANY] or any of its Affiliates ( other than pursuant to a [COMPANY] In - License ) as of the Original Agreement Date or thereafter during the Term that Cover [COMPANY] Know - How that are provided by [COMPANY] to the Collaboration Program pursuant to Section 2.l(i ) ; ( c ) Any [COMPANY] In - Licensed IP ; and ( d ) Any Collaboration IP solely owned by [COMPANY] pursuant to Section 2.1(f )