definiens: shall mean [COMPANY] Background Know -How and any and all other Know -How Controlled by [COMPANY] or its Affiliates, in each case to the extent it either ( a ) constitutes [COMPANY] CTM Inventions, [COMPANY] Mice Inventions or [COMPANY] Transferred Technologies Inventions, or ( b ) with respect to [COMPANY] Background Know -How ( i ) is reasonably necessary to make, use, offer for sale, sell or import a [COMPANY] CTM or ( ii ) is useful to make, use, offer for sale, sell or import a [COMPANY] CTM or Research Program ICP and either is Reg eneron Transferred Technology actually provided by [COMPANY] or its Affiliates to Adicet pursuant to Section 2.1(d)(ii ) or was actually provided by [COMPANY] or its Affiliates to Adicet under the Research Program