definiens: means all tangible materials in the possession and Control of [COMPANY] prior to or as of theEffective Date or thereafter during the Research Program Term and that ( a ) are necessary for the evaluation, research and/or development of Compounds in the Field or ( b ) otherwise embody [COMPANY] Know - How . AmbrxMaterials shall include cell lines ( including research strains and production strains for the expression ofCompounds, and corresponding host or control strains, and cell banks thereof ), DNA constructs, proteins, monoclonal antibodies and other materials necessary for the expression of Compounds, and tangiblematerials for use in assays necessary for the characterization of Compounds . [COMPANY] Materials that weretransferred to Institute prior to the Effective Date are listed on Exhibit A. In addition, Exhibit A sets forthAmbrx Materials that, as of the Effective Date, are contemplated to be transferred to Institute pursuant toApproved Research Plans