definiens: means any and all Information that is ( a ) Controlled by [COMPANY] and/or its Affiliates as of the EffectiveDate or during the Term ; ( b ) is not discovered generated, created or conceived in connection with the performance of the Research Program or any otheractivity under this Agreement ; and ( c ) either ( i ) encompasses or relates to Collaboration Targets, Target Compounds, Licensed Compounds and / orLicensed Products and/or Diagnostics for any of the foregoing or ( ii ) is necessary or reasonably useful for the discovery, research, development, manufacturing, use, sale, commercialization, importation, and/or exportation of one or more Target Compounds, Licensed Compounds and/or LicensedProducts and/or Diagnostics for any of the foregoing, provided that Background Know - How does not include [COMPANY] Platform Technology, BMSCompound Know - How or Collaboration Know - How . Without limiting the foregoing, Background Know - How includes all chemical, structural, manufacturing process, biological, pharmacological, toxicological, clinical, assay and other methods of screening, structure activity relationshipinformation or other information and all instrumentation, devices, biological materials, assays, and constructs that are ( a ) Controlled by [COMPANY] and / orits Affiliates as of the Effective Date or during the Term and ( b ) relate to Collaboration Targets, Target Compounds, Licensed Compounds or LicensedProducts ( including composition(s ), formulation(s ), and method(s ) of use, manufacture, preparation and administration ) and/or Diagnostics for any of theforegoing . Subject to and to the extent as provided in Section 17.8, the use of in this definition shall exclude any Third Party that becomes anAffiliate due to such Third Party ’s or such Third Party ’s Affiliate ’s acquisition of [COMPANY] in a Change of Control Transaction