definiens: means any and all Patent Rights in the Territory ( which for the purposes of this Agreement shall be deemed to include certificates of invention and applications for certificates of invention and exclude Joint Collaboration Patent Rights ) which : ( a ) as of the Original Effective Date and/or during the Collaboration Term, are Controlled by MERCK or ROSETTA or their wholly - owned subsidiaries, and ( b ) are necessary or useful to ALNYLAM in connection with the 11 < PAGE > Development, Manufacturing and Commercialization of a specific RNAi Therapeutic Product within the Therapeutic Collaboration . MERCK Product - Specific RNAi Patent Rights include but are not limited to those Patent Rights which : ( i ) claim or Cover a specific RNAi Therapeutic Product within the Therapeutic Collaboration ; or ( ii ) claim or cover MERCK Therapeutic Collaboration Inventions ; or ( iii ) are divisions or continuations of MERCK Product - Specific RNAi Patent Rights, or constitute such portions of continuations - in - part as are themselves within the definition of MERCK Product - Specific RNAi Patent Rights