definiens: means : ( a ) with respect to both Parties, the terms and conditions of this Agreement ( including the ProjectDocument ) ; and ( b ) with respect to [COMPANY], ( i ) any proprietary or non - public descriptions or characterizations of theGenentech Materials or of the HER2 ADC, and ( ii ) any and all information related to any clinical program, any developmentdeterminations, any research information, and any other information related to any [COMPANY] Materials, [COMPANY] ’s anti - HER2 antibody program, the HER2 ADC, and any other antibody - drug conjugates on which [COMPANY] is working and ( iii)the Conjugation Process and any nonpublic descriptions or other non - public and proprietary information about theConjugation Process ( ) ; and ( c ) with respect to [COMPANY], ( i ) any proprietary or non - public information in relation to DM1, othermaytansinoid compounds or any conjugation processes other than the Conjugation Process ( ), and ( ii ) any scientific, technical or financial information of [COMPANY] disclosed through an audit reportprepared pursuant to this Agreement