definiens: means all special knowledge, trade secrets and te chnical or other proprietary information, whether or not patented or patentable, related to or useful in the performance of this Agreement that [COMPANY] owns or has rights to on the Agreement Date, and all special knowledge, trade secrets and technical or other proprietary informat ion related to or useful in the performance of this Agreement that [COMPANY] acquires right to after the Agreement Date except any as to which [COMPANY] or an Affiliate, having used Best Efforts, is unable to o btain the right to make the same available to the L icensee, provided, however, that Know - How shall not include any such special knowledge, trade secrets or technical or other proprietary information to the e xtent the same relates to Zeatin or any other analo g of Kinetin, which shall be the subject of Licensee ’s r ight of first offer pursuant to Section 2.3