definiens: shall mean any proprietary infOmlZtiOIl or materials, patOltable or otherwise, of GI ( including that lie -- nsed to GI by a third parry which GI has the right to sublic::nse hereunder and excluding information or mat .... -naIs ( a ) previously exclusively licensed by GI to a third party and ( b ) those Independent Developments descn'epted Antigen . Antibody, or Collaborative Ab and is necessary to research, develop . use, register . impon, manufactUre, formnlate, : fill and finish . distncute andlor sell Licensed Therapeutic Product{s ) and Licensed Dia : anostic Product(s ), including, without limitation, scientific discoveries and results, developments, preclinical data, clinical data, regulatory filings and records related theretO. The Parties acknowledge that it is not their intention that GI Background Technology include general proprietary research tools or technologies used to make discoveries or formulations, px : cic : ess development and/or manufacruring technologies that are not specifically and solely related to the Collaborative Ab