definiens: means Know - How owned by [COMPANY] ( or its Affiliate ) as of the effective date oftermination of this Agreement that has been actually incorporated by [COMPANY] into aLicensed Compound, Licensed Product or Licensed Diagnostic Product, or used toManufacture a Licensed Compound, Licensed Product or Licensed DiagnosticProduct as of the effective date of termination of this Agreement, but solely to theextent that [COMPANY] has the right to grant to [COMPANY] a license to such Know - Howwithout violating the terms of any then - existing agreement with any Third Party as ofthe effective date of termination of this Agreement, and ( 2 ) the term means Patents owned by [COMPANY] ( or its Affiliate ) as of theeffective date of termination of this Agreement that claim the [COMPANY] TerminationKnow - How, but solely to the extent that [COMPANY] has the right to grant to [COMPANY] alicense to such Know - How without violating the terms of any then - existing agreementwith any Third Party as of the effective date of termination of this Agreement ; providedthat, in all cases, and shall exclude any Know - How or Patents to the extent related to anyproprietary compound or product of [COMPANY] or any of its Affiliates