definiens: means : ( a ) any Know - How ( i ) that, as of the Effective Date, has been used or is bcing used by [COMPANY] with respect to research, development, or production of Licensed Products, or ( ii ) that is Controlled by [COMPANY] at any time during the Term, in each case to the extent that such Know - How is useful with respect to the research, development, or production of Licensed Products ; and ( b ) any Patent ( i ) that is owned by or licensed to [COMPANY] as of the Effective Date, ( ii ) that becomes owned by [COMPANY] at any time during thc Term, except to the extent that such Patent is acquired from a Third Party under terms that prevent [COMPANY] from granting the licenses contemplated herein, or ( iii ) that is licensed to [COMPANY] by a Third Party under an agreement entered into after the Effective Date and as to which [COMPANY] has the right to grant the sublicenses contemplated herein, and in each of the foregoing cases only to the extent that such Patent claims or covers a Licensed Product or the manufacture or use thereof or compounds or compositions used or employcd in the manufacture or use of a Licensed Product . Indepcndent [COMPANY] Technology includes the Patents listed in Exhibits A - I, A-2 and A-3