definiens: means Know - How Controlled by [COMPANY] or its Affiliates during the AgreementTerm that ( a ) ( i ) was created by or on behalf of [COMPANY] or its Affiliates in the course of conducting activities pursuant to thisAgreement ( including pursuant to Section 3.2.3 ), including any improvement, modification, enhancement or novel use of aProgram DART or Licensed Product, or a Manufacturing process or formulation of a Program DART or Licensed Product orany improvement, modification or enhancement of a Manufacturing process or formulation of a Program DART or LicensedProduct or ( ii ) is used by [COMPANY] or its Affiliates in the Research, Development, Manufacturing or Commercialization of aProgram DART or Licensed Product and is disclosed to [COMPANY] or its Affiliates by or on behalf of [COMPANY] or its Affiliatespursuant to this Agreement ; and ( b ) is necessary or useful to Research, Develop, Manufacture or Commercialize any ProgramDART or Licensed Product in the Field . [COMPANY] Information and Inventions excludes [COMPANY] ’s interest in the Joint IP and anyKnow - How that relates solely to any active pharmaceutical ingredient in a Combination Product other than a Program DART