definiens: shall mean ( i ) all Know - How within the [COMPANY] Background Technology Controlled by [COMPANY] or its Aﬃliates as at theEﬀective Date or during the Term that is necessary or useful for the Parties to Develop, Manufacture and/or Commercialize Products under thisAgreement, provided that ( x ) with respect to Know - How within the [COMPANY] Background Technology owned by a Third Party that is notnecessary to ensure freedom to operate for the Development, Manufacture and/or Commercialization of Products in the Field in the Territory andthat comes under [COMPANY] ’s Control, this shall only include Know - How which is deemed [COMPANY] Know - How pursuant to Section 2.7.1 ; and ( y)this shall not include the Know- How of any Third Party ( or such Third Party ’s Aﬃliates ) that becomes an Aﬃliate of [COMPANY] after the EﬀectiveDate solely as a result of a Change of Control in [COMPANY] ; and ( ii ) all Know- How Controlled by [COMPANY] or its Aﬃliates arising or generatedduring the Research Period in connection with the performance of activities under this Agreement ; provided, however, that [COMPANY] Know - Howdoes not include Know - How related to ( A ) LNP Technology Controlled by a Third Party ; and ( B ) [ * * * * * ]