definiens: means any ( a ) Know - How Controlled by [COMPANY] or its Affiliates that wasinvented, discovered or developed during the Term and in connection with [COMPANY] ’s or its Affiliates ’ activities underthe Agreement and ( b ) Patent Rights Controlled by [COMPANY] or its Affiliates as of the date of Termination, to theextent that such Patent Right claims any Know - How described in clause ( a ) above, to the extent that such Know - How and Patent Rights are necessary for the further development, manufacture and commercialization ofContinuation Products1.9 . [ * * * ] 1.10 . means, with respect to a Party ( a ) any oral or written agreement or arrangement thatbinds or affects such Party ’s operations or property, including any assignment, license agreement, loanagreement, guaranty, or financing agreement ; ( b ) the provisions of such Party ’s charter, bylaws or otherorganizational documents or ( c ) any order, writ, injunction, decree or judgment of any court or GovernmentalAuthority entered against such Party or by which any of such Party ’s operations or property are bound