definiens: means any and all ( i ) Patents Controlled by TPTX or its Affil iates as of the date of grant of such license or th ereafter during the Term that cover the method of manufacture of th e Product in the Territory, and ( ii ) Know - How Contr olled by TPTX or its Affiliates as of the date of grant of s uch license or thereafter during the Term that is u sed by or on behalf of TPTX for the Manufacture of the Products in the Field in the Territory ; provided that, notwi thstanding the foregoing, in the event a Change of Control of TPTX occurs after Effective Date, Patents or Know - H ow Controlled by any Affiliate of TPTX that was not an Affiliate of TPTX immediately prior to such Change of Control transaction shall not be Manufacturing Tech nology except to the extent such Patents or Know - Ho w falls within the definition of Manufacturing Technology a nd ( A ) is also Controlled by TPTX or its Affiliate existing immediately prior to such transaction or ( B ) is gen erated or used by such Affiliate in the Manufacture of the Licensed Compound or Product after such transaction ; and ( 2 ) at Zai ’s sole cost, TPTX shall ( A ) transf er all Know - How within the Manufacturing Technology to Zai or its permitted CMO ; and ( B ) provide any and all necessary assistance to Zai or such permitted CMO a t Zai ’s cost ( clauses ( A ) and ( B ), the )