definiens: means, with respect to any At - Termination Product, any Patent Rights that are ( a ) Controlled by [COMPANY] as of the effective date 2 of the applicable termination of this Agreement ( wh ether in its entirety or with respect to one ( 1 ) or more countries in the Territory ) with respect to such At - Terminati on Product that claim or Cover the Exploitation of such At - Termination Product as such At - Termination Product exists as of the effective date of termination or a ny prior version thereof, and ( b ) based on any invention tha t was conceived, discovered, developed or otherwise made by or on behalf of [COMPANY] or any of its Affiliates und er this Agreement ( and any Patent Rights that claim priority to any such Patent Rights ), excluding any Patent Right s that claim or Cover any Biologics Technologies us ed in connection with such At - Termination Product