definiens: means all Patent Rights that are Controlled by Licensor or any of its Affiliates, as ofthe Execution Date or at any time thereafter during the Term, and that are necessary or useful for the research, Development, manufacture, use, or Commercialization of a Licensed Compound or Licensed Product or that otherwiseclaim or cover the Licensor Know - How . Listed on Schedule 1.44 are all Licensor Patents existing as of the EffectiveDate ; provided, that Licensor shall update Schedule 1.44 from time to time to include any new Patent Rights thatcome to be Controlled by Licensor or any of its Affiliates at any time during the Term on or following the EffectiveDate that are necessary or useful for the research, Development, manufacture, use, or Commercialization of aLicensed Compound or Licensed Product . Licensor Patents expressly exclude Patent Rights Controlled by an Affiliateof Licensor who becomes an Affiliate through a merger or acquisition by or of Licensor, which Patent Rights wereControlled by such Affiliate immediately prior to such merger or acquisition