definiens: shall mean all Know - How that ( a ) is Controlled by Poniardor its Affiliates as of the Effective Date and thereafter during the Term, and ( b ) ( i ) relates to a Licensed Compound or aLicensed Product and/or ( ii ) is ( A ) if such Know - How is under the Control of Poniard or its Affiliates as of the Effective Date, necessary or useful to research, develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import orotherwise exploit Licensed Compounds and/or Licensed Products or ( B ) if such Know - How comes under the Control ofPoniard or its Affiliates after the Effective Date, necessary to research, develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import or otherwise exploit Licensed Compounds and/or Licensed Products