definiens: means, with respect to an At - Termination Product, any Patent Rights that are ( a ) Controlled by [COMPANY] as of the effective date of the applicabl e termination of this Agreement ( whether in its entirety or with respect to one ( 1 ) or more countries in the Territo ry ) with respect to such At - Termination Product ( and any Patent Righ ts that claim priority to any such Patent Rights ) t hat claim or Cover the Exploitation of such At - Termination Produ ct as such At - Termination Product exists as of the effective date of termination or any prior version thereof an d ( b ) based on any invention ( i ) that was not conce ived, discovered, developed or otherwise made by or on be half of [COMPANY] or any of its Affiliates under this Agreement and ( ii ) that was used by [COMPANY] or any of its Affi liates prior to such termination to Develop or Manu facture such At - Termination Product as such At - Termination Produ ct exists as of the effective date of termination o r any prior version thereof, excluding any Patent Rights Contro lled by [COMPANY] that claim or Cover any Biologics Technologies used in connection with the Developmen t or Manufacture of such At - Termination Product