definiens: means : all Patent Rights, copyrights, trade secrets and all other intellectual property rights and interests of every nature ( specifically including, but not limited to, unpatented inventions, ideas, data, know - how, methods, processes, biological material, reagents, software and trade secrets of any kind, and any other rights or interests in any Inventions ) that are : ( i ) owned by [COMPANY] or any its Affiliates ( to the greatest extent that [COMPANY] or its Affiliates has the right and authority to grant licenses as of the Effective Date ) or, if not so owned, as to which [COMPANY] or any of its Affiliates otherwise has the right to grant licenses or sublicenses as of the Effective Date ( subject to any limitations imposed by a Third Party license ) ; ( ii ) necessary or useful to perform the R&D Work or to make, have made, use, sell, offer for sale and/or import New Products and ( iii ) as directed by the JRDC