definiens: shall mean all Technology which : 1.12.1 Licensor controls as of the Effective Date and which ( i ) is described in or related to any patent or patent application included in the Licensed Patent Rights and ( ii ) is necessary or useful for Licensee to practice the license granted to it hereunder ; 1.12.2 Licensor controls after the Effective Date but during the Term and 2 CONFIDENTIAL TREATMENT REQUESTED which ( i ) it has the right to disclose and license without the payment of royalties or other consideration to any Third Party and ( ii ) constitutes an improvement to the subject matter of the Licensed Patent Rights or Licensed Technology as it exists on the date of determination, ; and/or 1.12.3 Licensee controls after the Effective Date but during the Term and which constitutes an improvement to the subject matter of the Licensed Patent Rights or Licensed Technology as it exists on the date of determination