definiens: means ( a ) the Know - How Controlled by [COMPANY] as of th e Effective Date in so far as it relates to any MAGE - A4 Compound, Enhanced MAGE - A4 Compound, Other MAGE - A4 Compound or Licensed Product, or the manufacture, use, import, offer to sell, or sale of such Compound or Licensed Product, developed pursuant to the Original Agreement ; ( b ) a ny Patents claiming the Know - How in Section 1.59(a ), which Patents have an earliest priority date prior to the Effective Date ; and ( c ) any other Know - How and/or Patents Controlled by [COMPANY] which the Parties agree to apply when carrying out the activities under this Agreeme nt . For the avoidance of doubt, [COMPANY] Background IP will excl ude any Patents or Know - How [ * * * ]