definiens: means all Intellec tual Property Rights and Technology owned or Controlled by NanoString or its Affiliates on the C losing Date and thereafter that covers the developm ent and commercialization of Dx Tests for use on the System ( other than the Transferred Intellectual Property ) or the System for use with Dx Tests ( including Intellectua l Property Rights and Technology owned or Controlle d by NanoString or its Affiliates that form a part of th e nCounter FLEX Software Framework ), including the Licensed Intellectual Property and Technology set forth on S chedule 1.1(f ) . For clarity, the Licensed Intellect ual Property expressly excludes ( a ) any NanoString proprietary D x Tests or Non - Dx Tests other than the Business Pro ducts, ( b ) any retained NanoString Trademarks, ( c ) all Int ellectual Property Rights and Technology licensed t o NanoString under the Contracts with Material Suppli ers ( to the extent such Intellectual Property Right s and Technology can not be further sublicensed by NanoStr ing ), and ( d ) all Intellectual Property Rights and Technology owned or Controlled by an acquirer ( or a ny of its Affiliates other than NanoString ) of all or substantially all of the assets or business of Nano String related to this Agreement as of the date of such acquisition or developed by or on behalf of such ac quirer ( or any of its Affiliates other than NanoStr ing ) after the date of such acquisition without use of or referenc e to the Licensed Intellectual Property existing i m mediately prior to such acquisition, except in each case to t he extent incorporated by NanoString or its Affilia tes into the System commercialized by NanoString or its Affiliat es