definiens: shall mean the Know - How ( a ) owned or controlled by [COMPANY] and/or any of its Affiliates as of theEffective Date, and/or ( b ) controlled by [COMPANY] pursuant to a written agreement between [COMPANY] and a Third Party executed duringthe Term for which Licensee has elected to pay Third Party License Expenses in accordance with Section 2.06, in each of(a ) and ( b ) that was ( i ) used or generated by or on behalf of [COMPANY] or its Affiliates prior to the Effective Date in the Developmentor Manufacture of Licensed Compound or Licensed Product or ( ii ) that is necessary or useful for the Development, Commercialization or Manufacture of Licensed Compound or Licensed Product . [COMPANY] Know - How shall include without limitationthe Know - How that is listed on Schedule 1.26 or is otherwise provided to Licensee by [COMPANY] under this Agreement