definiens: shall mean all products and services, excluding Licensed Patent Products, which : ( i ) incorporate or are developed u sing NYU Know - How or ( ii ) modulate PolQ as a basis for their therapeutic effect . From and after a Change o f Control of Repare, no product arising from a deve lopment or commercial program of the acquirer of Repare in suc h Change of Control, or such acquirer ’s affiliates, and constituting a bona fide drug candidate of such acq uirer or its affiliates in existence and, with data generated by such acquirer in biochemical, cellular, and animal studies showing such drug candidate to modulate Pol Q as a basis for its therapeutic effect prior to the date of such Change of Control shall be considered a Lic ensed Know - How Product ; provided that from and after such Chan ge of Control neither Repare nor such acquirer nor their affiliates use or incorporate, directly or indirect ly, any NYU Patents, NYU Know - How or NYU Materials, or any intellectual property or materials of Repare or its Affiliates relating to PolQ including, but not limited to, pharmaceutical, chemical, biological and biochemica l products, structures, assays, technical and non - t echnical data, materials methods and processes and any drawi ngs, plans, diagrams, specifications and/or other d ocuments containing such information and existing prior to s uch Change of Control, in each case in connection w ith ( including in identification or development of ) suc h compound or program, and provided further that Re pare, such acquirer and their affiliates have and enforce processes, policies, procedures and systems to pre vent any such use or incorporation