definiens: means all Intellectual Property owned or Controll ed by [COMPANY] and its Affiliates, as of the Effective Date or during the term of this Agreement, including that which ( a ) relates to its formulation technology, including [COMPANY] ’s liposomal technology ( but excluding with respect to Arikace ), the Device or the manufacture or use of the Device, or ( b ) are necessary or useful for either Party to per form the Project, or ( c ) are necessary or useful for Transav e, its Affiliates or Sublicensees to commercialize the Device with the Drug Product in the [COMPANY] Field . For cl arity, [COMPANY] Intellectual Property includes without limitation all Existing [COMPANY] Data, existing [COMPANY] Know - how, Pro ject Intellectual Property, all Patent Rights liste d on Exhibit 1.35 and all Improvements ( subject to Secti on 2.5.2 )