definiens: means Know How that is owned by or licensed to Licensor, as of the Effect i ve Date, and that is required or useful, but with resp ect to useful, solely to the extent expressly made available to Licensee for licensing in writing by Licensor, in L icensor ’s sole discretion, in researching, developi ng, using, manufacturing or Commercializing Licensed Products, and, with respect to Know How licensed to Licensor, that may be sublicensed to Licensee without ( i ) triggeri ng payment obligations to a Third Party, unless Lic ensee has agreed in writing to ( a ) make any such payments ari sing from Licensee ’s exercise of rights sublicensed - 4 - to Licensee and ( b ) comply with any terms and condi tions applicable to the exercise of such sublicense d rights, or ( ii ) violating any agreement with any Third Part y ( including with respect to any of the rights gran ted to Licensee herein ) . Any Licensed Know - How transferred from Licensor to Licensee pursuant to the technolo gy transfer plan contemplated by Section 2.8 shall be deemed for purposes of this definitio n