definiens: means any Information or Invention owned or Controlled by [COMPANY] or any of itsAffiliates on the Execution Date, during the period from the Execution Date until the Effective Date, or during the Term(including, for clarity, as between the Parties, Information discovered, developed or otherwise made during the Term in theconduct of [COMPANY] Development Activities solely by one or more employees of or consultants to [COMPANY] or any ofits Affiliates ) that is not generally known and that relates to any Compound or Licensed Product and is necessary orreasonably useful, as reasonably determined by [COMPANY], for [COMPANY] to perform any [COMPANY] Development Activities, but excluding ( a ) Product Information, ( b ) Product Invention - Related Information, ( c ) Joint Program Information, ( d ) ProgramInventions and ( e ) Inventions claimed or covered by [COMPANY] Patent Rights, [COMPANY] Program Patent Rights or JointProgram Patent Rights