definiens: means any and all Know - How Controlled by TPTX or its Affiliates as of the Effective Date or during the Term, including TP TX ’s joint ownership interest in any Know - How withi n the Joint Inventions, that is necessary or reasonable u seful for the Development, packaging or labelling, or Commercialization of the Product in the Field in th e Territory, except to the extent excluded pursuant to Section 5.4(d ) . Notwithstanding the foregoing, in t he event a Change of Control of TPTX occurs after t he Effective Date, Know - How Controlled by any Affiliat e of TPTX that was not an Affiliate of TPTX immedia tely prior to such Change of Control transaction shall n ot be Licensed Know - How except to the extent such K now - How falls within the definition of Licensed Know - Ho w in the immediately preceding sentence and ( a ) is also Controlled by TPTX or its Affiliate existing immedi ately prior to such transaction or ( b ) is generated or used by such Affiliate in the Development, packaging or lab elling or Commercialization of the Licensed Compoun d or Product after such transaction