definiens: means Know How that relates to the Licensed Compound, whether alone or as incorporated in a Licensed Product, that ( a ) was developed by or on behalf of Licensor or used by Licensor or its Affiliates in the course of its development of the Licensed Compou nd prior to the Effective Date or ( b ) is developed by or on behalf of or used by Licensor or Associated Parties at any time during the Term in the course of its or their further development of the Licensed Compound or Licensed Product for use outside the T erritory, in each case to the extent such Know -How is Controlled by Licensor or its Associated Parties and is reasonably necessary or useful for Licensee ’s Development, Manufacture, Commercialization or other exploitation of the Licensed Compounds or Licen sed Products in the Territory, in each case subject to Section 2.8 below . For the avoidance of doubt, Licensed Know -How includes all manufacturing, preclinical and clinical data, if any, generated by or on behalf of Licensor or its Affiliates in its develo pment or use of the Licensed Compound prior to the Effective Date, in each case that is Controlled by Licensor or its Affiliates and is reasonably necessary or useful for Licensee ’s Development, Manufacture, Commercialization or other exploitation of the L icensed Compounds or Licensed Products in the Territory . Notwithstanding the foregoing, Licensed Know -How shall not include Research Tools