definiens: shall mean any and all Intellectual Property Rights Controlled by [COMPANY] relating to the Products with the exceptio n of the TTP Licensed IPR, including ( i ) the Arising Intellectual Property, Background Intellectual Property and Besp oke Software as defined in the TTP Agreements ; ( ii ) the [COMPANY] IP Rights and Stratec IP Rights as defined in the Stratec Agreements ; ( iii ) Intellectual Property Rights Controlled by [COMPANY] as a result of Section 13.4 ; and ( iv ) future IPR Controlled by Quo tient that is necessary or reasonably useful for the Commercialization of the Products, which Qu otient is free to license or sub- license free of royalty or other payment ( unless OCD agrees to b ear such royalty or other payments attributable to OCD ’s practice of such IPR, in whic h case such IPR shall be included in the [COMPANY] - Controlled IPR )