definiens: means, on a specific Lic ensed Indication - by - Licensed Indication basis, any Know - How that, as of the Grant Date for the applicable L icensed Indication, ( i ) is Controlled by Licensor p ursuant to the Existing Licenses or the Penn Sponsored Researc h Agreement or pursuant to Licensor ’s ownership the reof, ( ii ) is directed to the applicable Licensed Indicat ion, ( iii ) is not generally available to the public or otherwise part of the public domain, other than through any act or omission of Licensee in breach of this Agreement, and ( iv ) is reasonably necessary for the use, sale, offer for s ale, or import of Licensed Products in the applicab le Licensed Indication in the Field, to be generally described in Exhibit B pursuant to Section 2.1.3.4(iv ) ; provi ded that will not include any Manufactur ing Technology ; provided further that will not include any Know - How disclosed in pat ents or patent applications