definiens: shall mean, subject to Section 2.3.4, all Know - How ( a ) ownedor Controlled by [COMPANY] or any of its Affiliates ( including Joint Know - How ) as of the Effective Date or during theTerm that is necessary or useful for the Development ( including activities under any R&D Plan ), manufacture, Commercialization or other Exploitation of Licensed Compounds or Licensed Products for the Initial Indications or anyother indications set forth on Exhibit A and ( b ) Controlled by [COMPANY] or any of its Affiliates ( including Joint Know - How ) upon or following the exercise by [COMPANY] of an option pursuant to Section 2.7.1 that is necessary or useful forthe Development ( including activities under any R&D Plan ), manufacture, Commercialization or other Exploitation ofLicensed Compounds or Licensed Products for any Option Indication that becomes a Permitted Indication pursuant tothe exercise of such option