definiens: means ( i ) Know - How owned by or licensed to [COMPANY] as of the Effective Date, and ( ii ) Know - How directed to [COMPANY] Core Technology owned by [COMPANY] or, subject to Section 3.I(c ), licensed to [COMPANY] in each case after the Effective Date and prior to the commencement of the first Phase III Clinical Trial of the Product, and if licensed to [COMPANY] after the Effective Date, only if the terms of such license do not prevent the grant of a license or sublicense to [COMPANY] pursuant to this Agreement, in each of ( i ) and ( ii ) that is necessary or useful for the research, development, manufacture or use of Product in the Field . [COMPANY] Know­How excludes the items set forth on Appendix A. [COMPANY] Know - How does not include Know­How [ specific ~ lly directed to an Additional Antigen ]