definiens: means any Patent Rights which are Controlled by [COMPANY] or any of itsAffiliates as of the Effective Date or at any time during the Term and which ( i ) claim or cover any ProgramNanobody, or the research, identification, generation, formatting, testing, expression, development, manufacture, production, formulation, administration, commercialization, use or sale thereof, or ( ii ) claim orcover [COMPANY] Background Know - How ; provided that shall exclude ProgramPatent Rights . The [COMPANY] Background Patent Rights shall include the Patent Rights identified on Schedule1.3, which schedule shall be updated on a regular basis by [COMPANY] during the Term by written notice to Merck(provided that such updates shall be subject to the written approval of [COMPANY] ) . For clarity, it is expresslyacknowledged and agreed that the [COMPANY] Background Patent Rights shall only include those Patent RightsControlled by [COMPANY] that would, but for the license granted to [COMPANY] in Section 3.1, be infringed by theResearch, Development or Commercialization of the relevant Program Nanobody, Compound or Product by oron behalf of [COMPANY] or a Related Party as contemplated by this Agreement, which [COMPANY] Background PatentRights are licensed on a Per - Target - Basis