definiens: means any Know - How, developed or invented during the Term in the performance ofactivities under this Agreement jointly by a Party or such Party ’s or its Controlled Affiliates ’ ( with respect toTorii ) or Affiliates ’ ( with respect to BioCryst ), licensees ’, Sublicensees ’, or Subcontractors ’ employees, agents, or independent contractors, or any Persons contractually required to assign or license such Know - How to such Party or any Controlled Affiliates of Torii, or Affiliate of BioCryst ( as applicable ), on the onehand, and the other Party or such Party ’s or its Controlled Affiliates ’ ( with respect to Torii ) or Affiliates ’ ( withrespect to BioCryst ), licensees ’, Sublicensees ’, or Subcontractors ’ employees, agents, or independentcontractors, or any Persons contractually required to assign or license such Know - How to such Party or anyControlled Affiliate of Torii, or Affiliate of BioCryst ( as applicable ), on the other hand