definiens: means Know - How Controlled by [COMPANY] that is directed to the Program Carriere s ), the Licensed Product ( s ), or their use or production / manufacturing, and which is necessary or useful for the research, development, manufacture, use, import, export, sale, offer for sale, transfer, and/or regulatory approval of Licensed Product(s ) . Licensed Know - How shall in addition include Know - How Controlled by [COMPANY] developed during the term of this Agreement that is related to the Program Carrieres ) or the Licensed Product(s ), their use or production / manufacturing, and which is necessary or useful for the research, development, manufacture, use, import, export, sale, offer for sale, transfer, and/or regulatory approval of Licensed Product(s ) . Licensed Know - How does not include Know - How which ( i ) at the time of disclosure by [COMPANY] to Novo Nordisk was already in the public domain through no wrongful act of Novo Nordisk ; ( ii ) prior to the disclosure by [COMPANY] to Novo Nordisk, or the development by [COMPANY] or Novo Nordisk under this Agreement, was already in Novo Nordisk 's possession from a Third Party source that was under no obligation to [COMPANY] to keep such information confidential, or from [COMPANY] without any obligation of confidentiality on the part of Novo Nordisk ; or ( iii ) was developed independently by Novo Nordisk, outside of the Option Agreement and this Agreement, without the assistance of [COMPANY] and without any use of Confidential Information Controlled by [COMPANY]