definiens: means all Know - How Controlled by [COMPANY] as of the Effective Date, or thatbecomes Controlled by [COMPANY] or any [COMPANY] Program Affiliate during the Research Term or the term thatIntellikine or any [COMPANY] Program Affiliate conducts activities under the Development Plan, which Know - How isnecessary or useful for the conduct of the Research Program or the development, manufacture, import, use, offer for saleor sale of any Licensed Compound or Product in the Field, but excluding all [COMPANY] Know - How, Research AgreementIntellectual Property and UCSF Know - How . includes any [COMPANY] BackgroundKnow - How that becomes Controlled by an [COMPANY] Pre- 6Acquisition Affiliate through assignment or license by [COMPANY] or an [COMPANY] Program Affiliate to such IntellikinePre - Acquisition Affiliate prior to a transaction described in Section 18.1(a)(ii ) in which [COMPANY] is the Acquired Party