definiens: means ( a ) all Information that ( i ) is necessary or useful for the Development orCommercialization of a Product in the Field, ( ii ) is Controlled by [COMPANY] or its Affiliates during the Term, and ( iii ) arises from anAllos - Facilitated ISS, and ( b ) any Patent ( other than a Joint Patent ) that ( x ) claims the Product or the API or the manufacture oruse in the Field of the Product or the API, ( y ) is Controlled by [COMPANY] or its Affiliates during the Term, and ( z ) claims aninvention arising from an [COMPANY] - Facilitated ISS ; provided, the use of in this definition shall exclude any Third Partythat becomes an Affiliate of [COMPANY] after the Effective Date due to a Change of Control of [COMPANY], except to the extent such ThirdParty ’s Information or Patents are Controlled by [COMPANY] ( or its Acquiror ) or any of its other Affiliates and are necessary for theDevelopment or Commercialization of the Product and are utilized in respect of the Product or the API in the [COMPANY] Territory