definiens: sh all mean and include all technology and technical information relating to a Compound, including all inventions, chemical structures and methods for syn thesis, structure activity relationships, assay methodology, methods, processe s, formulae, plans, specifications, characteristics, equipment and equi pment designs, know how, trade secrets, discoveries, results, formulations a nd biological, toxicological and clinical data and physical, chemical or biologi cal material, that is conceived solely by employees or agents of, or cons ultants to, [COMPANY] and/or its Affiliates, prior to or during the term of the Joint Venture Agreement or acquired by purchase, license, assignment or other means from third parties prior to or during the term of the Joint Venture Ag reement that is not Joint Technology, but only to the extent that [COMPANY] or its Affiliates is legally entitled to disclose such Technology and technical information and use it in connection with the performance by it of its obliga tions hereunder