definiens: shall mean [COMPANY] Background Patent Rights and those other Patent Rights Controlled by [COMPANY] or its Affiliates, in each cas e to the extent they either ( a ) claim any Collaboration Inventions, [COMPANY] CTM Inventions, [COMPANY] Mice Inventions or [COMPANY] Transferred Technologies Inventions, or ( b ) with respect to [COMPANY] Background Patent Rights ( i ) is reasonably necessary to make, use, offer for sale, sell or import a [COMPANY] CTM or ( ii ) is useful to make, use, offer for sale, sell or import a [COMPANY] CTM or Research Program ICP and claims either [COMPANY] Transferred Technology actually provided by [COMPANY] or its Aff iliates to Adicet pursuant to Section 2.1(d)(ii ) or Intellectual Property that was actually provided by [COMPANY] or its Affiliates to Adicet under the Research Program