definiens: shall mean ( i ) all Know -How within the [COMPANY] Background Technology Controlled by [COMPANY] or its Affiliates as at the Effective Date or during the Term that is necessary or useful for the Parties to Develop, Manufacture and/or Commercialize Products unde r this Agreement, provided that ( x ) with respect to Know -How within the [COMPANY] Background Technology owned by a Third Party that is not necessary to ensure freedom to operate for the Development, Manufacture and/or Commercialization of Products in the Fie ld in the Territory and that comes under [COMPANY] 's Control, this shall only include Know -How which is deemed [COMPANY] Know -How pursuant to Section 2.7.1 ; and ( y ) this shall not include the Know -How of any Third Party ( or such Third Party 's Affiliates ) that becomes an Affiliate of [COMPANY] after the Effective Date solely as a result of a Change of Control in [COMPANY] ; and ( ii ) all Know -How Controlled by [COMPANY] or its Affiliates arising or generated during the Research Period in connection with the performance of activities under this Agreement ; provided, however, that [COMPANY] Know -How does not include Know -How related to ( A ) LNP Technology Controlled by a Third Party ; and ( B ) [ * * * * * ] . [COMPANY] Know -How shall include ( i ) Know -How comprised in the [COMPANY] Backgrou nd Technology ; and ( ii ) Know -How related to [COMPANY] Inventions, [COMPANY] ’s share in Joint Product Inventions or Joint Other Inventions, ( iii ) other Know -How generated by [COMPANY] under a Program, ( iv ) Know -How related to LNP technology owned by [COMPANY], and ( v ) Know -How related to CVCMs . Without limiting Section 9.1, the [COMPANY] Know -How existing at the Effective Date is further described in Exhibit 1.41