definiens: means with respect to an [COMPANY] Royalty Product, ( a ) the [COMPANY] Lipidoid Patent Rights and/or ( b ) other tec hnology comprising a lipid component or liposomal formulation useful or necessary for the Research, D evelopment, Manufacture or Commercialization of suc h [COMPANY] Royalty Product and Controlled by [COMPANY] u nder a license from a Third Party, and in each case with respect to which Intellectual Property Rights Alnyl am has granted to [COMPANY] a non - exclusive, royalty- and milestone fee - bearing ( on a pass - through basis ) lic ense to Research, Develop, Manufacture and Commerci alize [COMPANY] Royalty Products in the [COMPANY] Field in th e case of [COMPANY] Development Product, and in the [COMPANY] IOC Field in the case of IOC Products