definiens: shall mean ( i ) all Patent Rights within the [COMPANY] Background Technology Controlled by [COMPANY] or its Aﬃliates asat the Eﬀective Date or during the Term that are necessary or useful for the Development, Manufacture and/or Commercialization of COVIDProducts under this Agreement, provided that ( x ) with respect to Patent Rights within the [COMPANY] Background Technology owned by a ThirdParty that are not necessary to ensure freedom to operate for the Development, Manufacture and/or Commercialization of COVID Products inthe Field in the Territory and that come under [COMPANY] ’s Control after the Eﬀective Date, this shall only include Patent Rights which are deemedCureVac Patent Rights pursuant to Section 2.8.1 ; and ( y ) this shall not include the Patent Rights of any Third Party ( or such Third Party’sAﬃliates ) that becomes an Aﬃliate of [COMPANY] solely as a result of a Change of Control in [COMPANY], and ( ii ) all [COMPANY] Program Patent Rightand [COMPANY] ’s interest in Joint Patent Rights ; provided, however, that [COMPANY] Patent Rights do not include Patent Rights within [ * * * * * ]