definiens: means Know - How owned by or licensed to [COMPANY] or its Affiliates ( with the right to grantsublicenses ) as of the date of termination covered by Section 9.5 which ( a ) constitute improvements to Compound or LicensedProduct or the manufacture or use thereof, where such improvements were created or made in the course of activities carriedout pursuant to the licenses granted to [COMPANY] in Section 2.1, or ( b ) [COMPANY] had actually applied or used with respect to aCompound or Licensed Product prior to any termination of this Agreement, provided that such Know - How is necessary oruseful for the continued research, development, manufacture or commercialization of such Compound or Licensed Product inthe Reference Forms, or ( ii ) [COMPANY] had, prior to any termination of this Agreement, incorporated into such Compound orLicensed Product in the Reference Forms as of the time of such termination