definiens: means ( a ) all Information that ( i ) is necessary or useful for the Development orCommercialization of a Product in the Field, ( ii ) is Controlled by [COMPANY] or its Affiliates during the Term, and(iii ) arises from a [COMPANY] - Facilitated ISS, and ( b ) any Patent ( other than a Joint Patent ) that ( x ) claims the Product or theAPI or the manufacture or use in the Field of the Product or the API, ( y ) is Controlled by [COMPANY] or its Affiliates duringthe Term, and ( z ) claims an invention arising from a [COMPANY] - Facilitated ISS ; provided, the use of in thisdefinition shall exclude any Third Party that becomes an Affiliate of [COMPANY] after the Effective Date due to a Change ofControl of [COMPANY], except to the extent such Third Party ’s Information or Patents are Controlled by [COMPANY] ( orits Acquiror ) or any of its other Affiliates and are necessary for the Development or Commercialization of the Product and areutilized in respect of the Product or the API in the Licensed Territory