definiens: means:(a ) any and all Information, Materials and Inventions, whether or not patented orpatentable, that are Controlled by, or on behalf of, [COMPANY] or its Affiliates ( including an Affiliate thatbecomes an Affiliate after the Cost Sharing Effective Date ) as of the Execution Date or at anytime during the Collaboration Term ( or, in the case of an Affiliate that became or becomes anAffiliate after such date, from the date on which such Affiliate became or becomes an Affiliate andthereafter during the Collaboration Term ) that are necessary or reasonably useful in connectionwith the research and Development, Commercialization, manufacture, formulation, or importationof a Collaboration Compound or Product ( collectively, ) ; and(b ) Patents with respect to the Information, Materials and Inventions described in clause(a ) above that are Controlled by, or on behalf of, [COMPANY] or its Affiliates ( including an Affiliate thatbecomes an Affiliate after the Cost Sharing Effective Date ) as of the Effective Date or at any timeduring the Collaboration Term ( or, in the case of an Affiliate that became or becomes an Affiliateafter such date, from the date on which such Affiliate became or becomes an Affiliate andthereafter during the Collaboration Term ) that are necessary or reasonably useful in connectionwith the research and Development, Commercialization, manufacture, formulation, or importationof a Collaboration Compound or Product ( collectively, ) ; in each case ( a ) and ( b ), provided, that:(i ) any such Information, Materials, Inventions, or Patents that ( x ) are Controlledby an Affiliate of [COMPANY] that becomes such an Affiliate after the Execution Date by reason ofa Change of Control of [COMPANY] and ( y ) are existing and Controlled by such Affiliate at thetime such Person becomes such Affiliate shall not constitute BMS5 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission . Technology except to the extent that it relates to any compound of such Affiliate that isincluded in the Collaboration pursuant to Section 3.6 or Section 11.8 or relates to anyAdditional Indication or Additional Formulation that is included in the Collaborationpursuant to Section 3.7;(ii ) upon termination of the Collaboration pursuant to Article 11 with respect to aCollaboration Compound or Product as to the entire Territory, [COMPANY] Technology shall belimited, with respect to such Terminated Compound / Product, to ( x ) [COMPANY] Know - How andthose [COMPANY] Patents with respect to such Collaboration Compound or Product that are inexistence as of the date of such termination and ( y ) those Patents Controlled by [COMPANY] or itsAffiliates that are filed thereafter to the extent that they claim [COMPANY] Know - How included inclause ( x ) of this subsection ( ii ), in each of ( x ) and ( y ) above to the extent at the time ofsuch termination ( A ) such [COMPANY] Know‑How is actually used, or a license to such Patent isnecessary, in connection with the research and Development, Commercialization, manufacture, formulation, or importation of such Collaboration Compound or Product inthe Territory, and ( B ) such Collaboration Compound or Product is then beingCommercialized in the Territory or then being actively Developed pursuant to thisAgreement ; and(iii ) [COMPANY] Technology shall not include Joint Collaboration Technology