definiens: means collectively the Patents, the Know - How and a ll common law and statutory trademarks, trade names, copyrights, designs and other proprietary rights related to or useful in the performance of this Agreement that [COMPANY] o wns or has rights to on the Agreement Date, and all patents, Know - How and common law and statutory trad emarks, trade names, copyrights, designs and other proprietary rights related to or useful in the perf ormance of this Agreement that [COMPANY] acquires rig hts to after the Agreement Date except any as to which Sen etek or an Affiliate, having used Best Efforts, is unable to obtain the right to make the same availab le to Licensee, provided, however, that Intellectual Property shall not include patents, Know - How or oth er rights to the extent the same relate to Zeatin o r any other analog of Kinetin, which shall be the subject of Licensee ’s right of first offer pursuant to Sec tion 2.3