definiens: shall mean all information and materials, including discoveries, improvements, processes, methods, protocols, formulas, compositions of matter, data, inventions, know - how ( including any Linker Technology ) and/or trade secrets, patentable or otherwise, which ( i ) are Controlledby [COMPANY] or any of its Affiliates as of the Effective Date or during the Research Program Term, ( ii ) are notgenerally known and ( iii ) are necessary or reasonably useful either ( a ) in connection with the performance ofactivities under the Research Program and/or ( b ) in connection with the research, development, manufacture, marketing, use or sale of Compound(s ) or Product(s ) in the Territory . [ * * * ] For clarity, the useof in this definition shall exclude any Third Party that becomes an Affiliate of [COMPANY] after theEffective Date due to a Change of Control involving [COMPANY] and such Third Party ; provided that ( i ) suchAffiliate does not engage in Research Program activities under this Agreement and ( ii ) for clarity, in allcases, all information and materials included within the prior to the timethat such Change of Control occurs shall continue to be included in following such Change of Control