definiens: means all Patents in the NK Territory that ( a ) are Controlled by [COMPANY] or its Affiliates as of theEffective Date or at any time during the Term ( excluding [COMPANY] ’s interest in any Joint Patents ), and ( b ) but for the licensesgranted herein, would be infringed by the developing, making, using and/or selling of the Products by NK, its Affiliates orsublicensees in the Field in the NK Territory . Notwithstanding the foregoing, [COMPANY] Patents shall not include Patentscontrolled by an acquiror or merger partner of [COMPANY] that : ( a ) existed as of the date of closing of such acquisition ormerger ; or ( b ) were developed after the date of closing of such acquisition or merger without using [COMPANY] Know - How orinventions claimed in [COMPANY] Patents . The [COMPANY] Patents existing as of the Effective Date in the NK Territory are setforth on Exhibit B attached hereto