definiens: means all Know - How ( a ) that is Controlled by [COMPANY] or its Affiliatesas of the Effective Date or during the Term, excluding the [COMPANY] Sole Program Know - How and the Joint ProgramKnow - How ; and ( b ) that is necessary for the Research, Development, Manufacture or Commercialization of anyProduct in the Field ; except that the [COMPANY] Background Know - How excludes any Know - How related to any device ordevice technology Controlled by [COMPANY] and/or any of its Affiliates as of the Effective Date or during the Term, unlesssuch technology is incorporated into a Product under and in accordance with this Agreement, including a device usedwith a Product . If the license to [COMPANY] hereunder or use by or on behalf of [COMPANY] or its Affiliates or(Sub)licensees hereunder of any Know - How that 21Confidential Execution Version satisfies the foregoing clauses ( a ) and ( b ) would require [COMPANY] to pay to a Third Party a royalty, milestone payment orother monetary compensation in consideration of such license, then such Know - How shall be excluded from thisdefinition unless and until included pursuant to Section 10.7(d ) . To the extent any [COMPANY] Background Know - How isincorporated into any Product under and in accordance with this Agreement ( e.g., as the formulation of, manufacturingprocess for, device for use with and/or companion diagnostics for such Product ), then such [COMPANY] Background Know - How shall be deemed ( as used in clause ( b ) above ) for the making, using or selling of such Compound orProduct, regardless of whether any equivalent or similar alternative technology may exist