definiens: means any Know - How and Patents ( a ) owned, controlled, or licensed by a Sublicensee or an Affi liate thereof and ( b ) in the case of Know - How, exis ts as of and/or was conceived prior to the date of such sublicense, or is developed or obtained by such Sublicensee or Affiliate thereof independently of this Agreement ( and such s ublicense ) without the use of [COMPANY] ’s Confidential Information, and in the case of Patents, claims or discloses inventions conceived prior to the date of such sublicense or developed by Sublicensee or its Affiliates indep endently of the Agreement without the use of [COMPANY] ’s Confidential Information, or were obtained by such Sublicensee or its Affiliate independently of the A greement after the date of such sublicense, and in each case all Intellectual Property related to such Know - How and Patents