definiens: means all Know - How that : ( a ) is Controlled by Zym eworks or its Affiliates as of the Effective Date or during the T erm of the Agreement, and ( b ) is ( i ) necessary or r easonably useful to ICONIC in carrying out the activities und er the Research Program with respect to Research Pr oducts and, [ … * * * … ] 41 ; or ( ii ) necessary or reasonably useful for the us e or exploitation of the [COMPANY] Platform for researching, developing, manufacturing, using, offe ring for sale, selling, or importing a Licensed Pro duct . For clarity, the [COMPANY] Know - How includes [COMPANY] ’ interest in ( i ) the Conjugates, Conjugate Technolo gy and [COMPANY] Improvements ( [ … * * * … ] 42 ), and ( ii ) all Joint Inventions