definiens: means all Patent Ri ts Controlled b Pharmaco eia as of the Effective Date or during the Tenn, as are reasonably necessary to Develop, make, have made, use, import or export Agreement Compounds, or to make, have made, use, offer to sell, sell, import, export or otherwise Commercialize Products based thereon ; provided, however, that if a Third Party becomes an Affiliate of [COMPANY] pursuant to a Change of Control Transaction as a result of which such Third Party is able to elect a majority of the members of the board of directors of [COMPANY] ( or its successor company ) or any of its ( as defined in Section 1.4 ( Change of Control Transaction », " 11 not include any Patent Rights that were Controlled by such Third Party and not by Pharmaco eia rior to the com letion of such Chan e of Control Transactio . It is understood that [COMPANY] Patent Rights shall not include an intellectuafproperty owned or lcense y armacopela re a mg to ( i ) the creation or use of encoding technology for combinatorial libraries, ( ii ) tag and/or marker compound engineering, encodin or decodin or iii hi h throughput screening assax [COMPANY] Product " means a pharmaceutical preparation containing a [COMPANY] Available Compound . For purposes of clarity, any pharmaceutical preparations containing the same [COMPANY] Available Compound will be deemed to be the same [COMPANY] Product