definiens: means Know - How that is ( a ) Controlled by [COMPANY] or its Affiliates on theEffective Date or thereafter during the Agreement Term ; ( b)(i ) an improvement, modification, enhancement or novel use of aProgram DART or Licensed Product or Diagnostic, or any improvement, modification or enhancement in the Manufacturingprocess or formulation of a Program DART or Licensed Product or Diagnostic by or on behalf of [COMPANY] or itsAffiliates ; or ( ii ) disclosed by or on behalf of [COMPANY] or its Affiliates to [COMPANY] or its Affiliates pursuant to thisAgreement ; and ( c ) necessary or useful to Research, Develop, Manufacture or Commercialize any Program DART or LicensedProduct or Diagnostic in the Field in the [COMPANY] Territory . [COMPANY] Know - How excludes [COMPANY] ’ interest in theJoint IP