definiens: means all Know - How that is Controlled by Penn as of the EffectiveDate or during the Research Term and ( a ) developed by the Wilson Lab as of the Effective Dateof the Agreement, or ( b ) developed by the Wilson Lab under a Research Program, and in eachcase ( a ) and ( b ) is necessary or reasonably useful to develop, make, use, sell, offer for sale orimport a Licensed Product for an Indication in the Field of Use.1.52 means any ( a ) article, composition, apparatus, substance, chemical orany other material covered by a Program Valid Claim or whose manufacture, import, use, offerfor sale or sale would, absent the License, constitute an infringement, inducement ofinfringement or contributory infringement of any Program Valid Claim or would infringe aProgram Valid Claim once issued ; ( b ) article, composition, apparatus, chemical, substance orany other material made, used or sold by or utilizing or practicing a Method, ( c ) article, composition, apparatus, substance, chemical or any other material that incorporates, uses or ismade through the use of any Licensed Know - How and is an parvovirus gene therapy for anIndication or ( d ) any parvovirus gene therapy for an Indication conceived during or tested in aResearch Program . Notwithstanding the foregoing, shall not include aproduct, to the extent it would have solely been a Licensed Product pursuant to subsection ( c)above, that is, or was prior to the Effective Date, ( i)acquired or licensed by Licensee or any of its Affiliates ( including pursuant to a Change ofControl ) or ( ii ) controlled by a Third Party acquirer of Licensee or any of its Affiliates ( whether bymerger or acquisition of all or substantially all of the stock or assets of Licensee or its Affiliate ora similar transaction ) and, in each case ( ( i ) and ( ii ) ), that has been independently developed bya Third Party and for which [ * * * ] prior to the closing of such acquisition or license by Licensee orany of its Affiliates ( with respect to clause ( i ) above ) or such merger, acquisition or similartransaction ( with respect to clause ( ii ) above )