definiens: means, with respect to any At - Termination Product, any Know - How that ( a ) is Controlled by Abb Vie as of the effective date of the applicable term ination of this Agreement ( whether in its entirety or with res pect to one ( 1 ) or more countries in the Territory ) with respect to such At - Termination Product ; ( b ) is not generall y known ; and ( c ) was conceived, discovered, develop ed or otherwise made by or on behalf of [COMPANY] or any of its Affiliates ( or its or their Sublicensees ) under this Agreement and is necessary or reasonably useful for the Exploitation of such At - Termination Product as such At - Termination Product exists as of such effective dat e of termination or any prior version thereof, excl uding any Know - How directed to any Biologics Technologies use d in connection with such At - Termination Product