definiens: means all Patent Rights that become orbecame Controlled by [COMPANY] or any [COMPANY] Program Affiliate during the Research Term, arising in the course ofthe Research Program ( and for the sake of clarity, all Patent Rights arising in the course of prosecution or maintenanceof such Patent Rights ), which Patent Rights are or were ( a ) necessary or useful for the conduct of the Research Programor ( b ) necessary or useful for the development, manufacture, import, use, offer for sale or sale of any LicensedCompound or Product in the Field, but excluding all [COMPANY] Patents, Joint Patents, [COMPANY] Program Patents, Research Agreement Intellectual Property, UCSF Patent Rights, UCSF Other Patent Rights and Navy Patent Rights . include any [COMPANY] Background Patents that become or became Controlled by anIntellikine Pre - Acquisition Affiliate through assignment or license by [COMPANY] or an [COMPANY] Program Affiliate tosuch [COMPANY] Pre - Acquisition Affiliate prior to a transaction described in Section 18.1(a)(ii ) of the OriginalAgreement in which [COMPANY] is the Acquired Party, which transaction occurs at any time after the Original EffectiveFirefox https://www.lawinsider.com/contracts/2gDoAA1outNLFQAFK6vhDt/inf ..