definiens: means all Information, Materials and inventions th at are Controlled by Napo or its Affiliates as of the Effective Date or at any t ime during the term of this Agreement that ( a ) are developed or acquired by, or licensed to, Napo or any of its Aff iliates or, to the extent permitted under the appli cable sublicense agreement, its Sublicensees ( other than [COMPANY] and its Affiliates ) under or in connection wi th this Agreement or otherwise used by or on behalf of Napo or any of its Affiliates or, to the extent permitt ed under the applicable sublicense agreement, Sublicensees ( othe r than [COMPANY] and its Affiliates ) in the Development or Commercialization of a Licensed Product or ( b ) are necessary or useful for the Development or Commercialization of a Licensed Product, in each ca se ( ( a ) or ( b ) ), whether or not patented or patenta ble, excluding any Information and inventions to the ext ent covered or claimed by the Napo Patents that are publicly disclosed