definiens: shall mean all Know -How within the [COMPANY] Background Technology and all Know -How, including Know -How comprised in the [COMPANY] Manufacturing Technology, Controlled by [COMPANY] or its Affiliates arising or generated during the Research Peri od in connection with the performance of activities under this Agreement, in including performance of activities under the R&D Plans ( to be determined on a Collaboration Target -by - Collaboration Target basis ) that is required for the Parties to Develop the Programs and/or to Develop, Manufacture and Commercialize Products under this Agreement, provided, however, that [COMPANY] Know -How does not include ( i ) Know -How included in the LNP Technology ; ( ii ) Know -How included in CVCMs ; ( iii ) Know -How included in the Other Technologies ; and ( iv ) Know -How that may be Controlled by [COMPANY] in the future as a result of a Chan ge of Control ; i.e., that was Developed by a Third Party prior to such Change of Control, or by [COMPANY] after the Change of Control, and is fully or partly based on technology Controlled by a Third Party prior to such Change of Control . [COMPANY] Know -How sh all also include Know -How related to [COMPANY] Inventions and other Know -How generated by [COMPANY] under a Program . The [COMPANY] Know -How as so defined existing at the Effective Date is further described in Exhibit 1.54