definiens: means all Know - How that is ( a ) under the Control of BDSI or any of its Affiliates as of theEffective Date or comes under BDSI ’s or any of its Affiliates ’ Control during the Term and ( b ) necessary or useful toDevelop, manufacture, or Commercialize Licensed Products in the Territory, including any such Know - How concerningLicensed Improvements, provided that, notwithstanding anything to the contrary, Licensed Know - How shall not includeany Know - How that is owned, licensed, or otherwise controlled at any time by any Acquiring Entity of BDSI, except tothe extent such Know - How comes under the Control of BDSI during the Term pursuant to a transfer or assignment toBDSI from any such Acquiring Entity or was already included within the BDSI Know - How immediately prior to the dateof the transaction by which such Acquiring Entity first became an Acquiring Entity