definiens: means, with respect to any Licensed Product, Technology owned or otherwise controlled by [COMPANY] as of the Effective Date or at any time during the Term ( other than as a result of the licenses granted by [COMPANY] to [COMPANY] under this Agreement ) that ( a ) [COMPANY] had applied to such Licensed Product prior to any termination of this Agreement, provided that such [COMPANY] Technology is necessary or useful for the continued research, development . manufacture or commercialization of such Licensed Product as it -10 - exists at the time of such termination or ( b ) [COMPANY] had incorporated into such Licensed Product prior to any termination of this Agreement ; provided that, with respect to each of clauses ( a ) and ( b ) of this Section 1.68, such [COMPANY] Technology shall not include any Technology owned or otherwise controlled by [COMPANY] relating to adjuvants . haptens, immunomodulators, immunoregulators . peptides or proteins covalently bound to or studied in combination with a Licensed Product or other active ingredients studied in combination with a Licensed Product