definiens: . [COMPANY] Background Intellectual Property means anyand all : ( a ) Know - How ( i ) that is necessary or useful for the research, Development, Manufacture or Commercialization of anyProgram Compound, and ( ii ) * * * Confidential Treatment Requested 6 that [COMPANY] or any its Affiliates Controls as of the Effective Date, including, without limitation, such Know - Howdisclosed or provided by [COMPANY] to [COMPANY] prior to the Effective Date, including, without limitation, ( A ) the ProgramCompounds set forth on Schedule 1.56, ( B ) the Compounds set forth on Schedule 1.38 - 1 ( ), and ( C)such Know - How resulting from [COMPANY] ’s evaluation of the materials provided by [COMPANY] to [COMPANY] prior to the EffectiveDate and assigned by [COMPANY] to [COMPANY] ; and ( b ) Patent Rights that claim or disclose any of the Know - How described inthe preceding subparagraph ( a ) ( ) including, without limitation, such Patent Rightslisted on Schedule 1.38 - 2