definiens: means any Know -How that both ( a ) relates to the Ancestral Technology or the Licensed Products and ( b ) is necessary or useful for the exercise of the rights granted under Section 2.1 in the Field of Use in the Territory, which is Controlled by [COMPANY] at any time during the Term, to the extent s uch Control is the result of [COMPANY] or its Affiliates having acquired or exercised rights in any Intellectual Property that is subject to a license, sublicense, or other agreement between [COMPANY] and/or its Affiliates and MEE . For clarity, if any of the afore mentioned Know -How is jointly owned by [COMPANY] and a Third Party such that [COMPANY] does not Control all rights, title and interests therein, then Ancestral Technology Know -How includes [COMPANY] ’s interest in such Know -How . As of the Effective Date, the Ancestral Technology Know -How includes at least the information described in Schedule D hereto