definiens: means any and all Know - How of [COMPANY] related to : ( a ) transdermal or mucosal - film delivery systems ; or ( b ) a Compound ; or ( c ) a Product ; which is under the Control of [COMPANY] as of the Effective Date and any and all Results with respect thereto owned by [COMPANY] pursuant to Section 12.2, which is not covered by [COMPANY] Patent Rights, but is necessary or useful to the use, Development and/or Commercialization of a Product in the Territory for use in the Field . For greater certainty, in respect of any Program, the [COMPANY] Know-[Redact : [COMPANY] proprietary technology ] - 6 - How includes the Know - How identified as [COMPANY] Know -How in the relevant Program Exhibit . When agreed - to in writing between the Parties in advance of finalization of the Product ’s formulation prior to initiating clinical trials for that formulation or set out in any Program Exhibit that [COMPANY] Core Technology will be incorporated into a Product, the Know - How of Cor ium related to the [COMPANY] Core Technology forms a part of the [COMPANY] Know - How