definiens: means the Patents in the Territory Controlled by TPTX or its Affiliates as of the Effective Date or during the Term, including TPTX ’s joint ownership interest in any Joint Patents in t he Territory, that ( a ) claim the Licensed Compound or the Product ( including the composition of matter, formulation, or method of packaging or labelling or use thereof ) ; and ( b ) are necessary or reasonably useful for the Development, packaging or labelling, or Commerc ialization of the Product in the Field in the Terri tory, except to the extent excluded pursuant to Section 5 .4(d ) . Schedule 1.68 contains a list of all License d Patents as of the Effective Date . Notwithstanding the foregoin g, in the event a Change of Control of TPTX occurs after the Effective Date, Patents Controlled by any Affiliate of TPTX that was not an Affiliate of TPTX immediat ely prior to such Change of Control transaction shall not be Licensed Patents except to the extent any such Pate nt falls within the definition of Licensed Patents in the i m mediately preceding sentence and ( i ) is also Contro lled by TPTX or its Affiliate existing immediately prior to such transaction or ( ii ) claims any Invention gene rated or used by such Affiliate in the Development, packagin g or labelling or Commercialization of the Product after such transaction