definiens: shall mean any and all data, s ubstances, processes, materials, formulas, know - how, inventions and info rmation useful within the HGS FIELD and/or SB FIELD which are based on the u se of or derived by use of HGS SPECIAL TECHNOLOGY and are developed by or on behalf of SB during the INITIAL RESEARCH TERM, or RESEARCH TERM EXTENS IONS or under a RESEARCH PLAN submitted by SB pursuant to this Agreement pr ior to the later of [ * * * ] years after the INITIAL RESEARCH TERM or [ * * * ] yea rs after RESEARCH TERM EXTENSIONS . SB TECHNOLOGY shall not include techno logies, reagents or materials made by SB merely because of an incident al or immaterial use ( or no use of ) of HGS SPECIAL TECHNOLOGY in the develo pment of such technologies, reagents or materials or merely beca use of an incidental or immaterial use of ( or no use of ) such technologies, reagents or materials in a RESEARCH PLAN . SB TECHNOLOGY shall include TA KEDA TECHNOLOGY to the extent that such TAKEDA TECHNOLOGY is based on the use of or derived by use of ( a ) HGS SPECIAL 9 < PAGE > TECHNOLOGY, or ( b ) SB TECHNOLOGY as defined in the preceding two sentences of this Paragraph