definiens: means all Patent Rights that become Controlled by [COMPANY] or any IntellikineProgram Affiliate during the Research Term or the term that [COMPANY] or any [COMPANY] Program Affiliate conductsactivities under the Development Plan, arising in the course of the Research Program or the activities under theDevelopment Plan ( and for the sake of clarity, all Patent Rights arising in the course of prosecution or maintenance ofsuch Patent Rights ), which Patent Rights are ( a ) necessary or useful for the conduct of the Research Program or ( b ) arenecessary or useful for the development, manufacture, import, use, offer for sale or sale of any Licensed Compound orProduct in the Field, but excluding all [COMPANY] Patents, Research Agreement Intellectual Property, UCSF Patent Rights, UCSF Other Patent Rights and Navy Patent Rights . include any IntellikineBackground Patents that become Controlled by an [COMPANY] Pre - Acquisition Affiliate through assignment or license byIntellikine or an [COMPANY] Program Affiliate to such [COMPANY] Pre - Acquisition Affiliate prior to a transaction describedin Section 18.1(a)(ii ) in which [COMPANY] is the Acquired Party