definiens: shall mean all proprietary ideas, inventions, data, know - how, instructions, processes, formulas, materials, expert opinion, technology or other information ( including, without limitation,(a ) biological, chemical, physical and analytical data and information relating to Collaboration Compounds, and ( b ) anystructure - function data related to Collaboration Compounds ), in each case which is discovered, developed, conceivedor reduced to practice during the Collaboration Term and in the course of the Collaboration, by employees or agents ofCephalon, Ambit or any of their respective Affiliates, either alone or jointly, and which is necessary for the discovery, development, manufacture or use of Collaboration Compounds and/or the development, manufacture, use, sale orcommercialization of corresponding Collaboration Products ; provided, however, that Collaboration Know - How shall notinclude Collaboration Patents, Licensed Compound IP, Ambit IP or [COMPANY] IP