definiens: shall mean, with respect to any Licensed Product, that [COMPANY] Teclmology which ( a ) [COMPANY] had applied to such Licensed Product prior to any tennination of any lights under this Agreement with respect to such Licensed Product, provided that such [COMPANY] Technology is necessary or useful for the continued research, Development, Manufacture or Conm1ercialization of such Licensed Product as it exists at the time of such tennination, or ( b ) [COMPANY] had incorporated into such Licensed Product prior to any tern1ination of rights under this Agreement with respect to such Licensed Product ; provided that [COMPANY] shall use its Commercially Reasonable Efforts to sublicense or otherwise transfer rights under any Third - Party license to which the use or exploitation of such [COMPANY] Applied Technology is subject ; and further provided . however, that with respect to each of clauses ( a ) and ( b ) of this Section 1.136, such [COMPANY] Teclmology shall not include any of [COMPANY] 's conjugation teclmology