definiens: shall mean all prop rietary information, methods, processes, techniques, data and biologic materials ( including, without limitation, the Vaccine ) which are in the possessio n of or controlled by [COMPANY] presently or hereafter during the term of this Agreement, which [COMPANY] is free to license or sublicense, and whi ch are specific and necessary for any Licensed Product in the Field of Use or the manufacture, use or sale of any Licensed Product in the Field of Use, including, without limitation, ( a ) any Licensed Product that contains, incorporates or use s one or more Adjuvants, and ( b ) the rights licensed to [COMPANY] under the thir d- party license agreements specified in EXHIBIT A attached hereto and incorpor ated herein, to the extent such rights are necessary for any Licensed Product in the Field of Use or the manufacture, use or sale of any Licensed Product in the Field of Use ; provided, however, that shall not include any rights [COMPANY] acquires after the Effective Date under any third - party lice nse agreement unless and until the Parties agree in writing on binding terms and conditions for the sublicense of such rights from [COMPANY] to [COMPANY]