definiens: shall mean all Technology which : 1.10.1 Licensor controls as of the Effective Date and which ( i ) is described in or related to any patent or patent application included in the Licensed Patent Rights and ( ii ) is necessary or useful for Licensee to practice the license granted to it hereunder ; 1.10.2 is developed by Licensor as a part of its efforts contemplated by Section 3.2 ; 1.10.3 Licensor controls after the Effective Date but during the Term and which ( i ) it has the right to disclose and license without the payment of royalties or other consideration to any Third Party and ( ii ) constitutes an improvement to the subject matter of the Licensed Patent Rights or Licensed Technology as it exists on the date of determination, including Licensor 's interest in any Joint Inventions ; and/or 2 CONFIDENTIAL TREATMENT REQUESTED 1.10.4 Licensee controls after the Effective Date but during the Tenn and which constitutes an improvement to the subject matter of the Licensed Patent Rights or Licensed Technology as it exists on the date of detennination