definiens: means all Know - How Controlled by [COMPANY] or any [COMPANY] Program Affiliate as of theEffective Date or during the Term, which Know - How ( a ) covers, generically or specifically, any Licensed Compound orProduct, or its use, formulation, preparation or manufacture and ( b ) is necessary or useful for ( i ) the development, manufacture, import, use, offer for sale or sale of any Licensed Compound or Product in the Field or ( ii ) the conduct ofthe Research Program . [COMPANY] Know - How excludes all Research Agreement Intellectual Property and UCSF Know - How . [COMPANY] Know - How includes [COMPANY] ’s joint ownership interest in any Joint Know - How . includes any [COMPANY] Know - How that becomes Controlled by an [COMPANY] Pre - Acquisition Affiliate throughassignment or license by [COMPANY] or an [COMPANY] Program Affiliate to such [COMPANY] Pre - Acquisition Affiliate priorto a transaction described in Section 18.1(a)(ii ) in which [COMPANY] is the Acquired Party