definiens: shall mean all proprietary ideas, inventions, data, know - how, instructions, processes, formulas, materials, expert opinion, technology or other information ( including, without limitation, ( a ) biological, chemical, physical and analytical data and information relating to Collaboration Compounds, and ( b ) any structure - function data relatedto Collaboration Compounds ), in each case which is discovered, developed, conceived or reduced to practice during theCollaboration Term and in the course of the Collaboration, by employees or agents of [COMPANY], Ambit or any of theirrespective Affiliates, either alone or jointly, and which is necessary for the discovery, development, manufacture or use ofCollaboration Compounds and/or the development, manufacture, use, sale or commercialization of correspondingCollaboration Products ; provided, however, that Collaboration Know - How shall not include Collaboration Patents, LicensedCompound IP, Ambit IP or [COMPANY] IP