definiens: means all ( a ) InhibRx Patents, and ( b ) all other Intellectual Property Rights that are owned or Controlled by InhibRx or its Affiliates du ring the Term and that are necessary or reasonably useful for the Development, use or Commercialization of the Pr oduct in the Field . Notwithstanding anything to the contrary herein, Patents and Intellectual Property Rights owned or Controlled by a Person or entity th at is not an Affiliate of InhibRx as of the Effective Date but t hat later becomes an Affiliate of InhibRx, which Pa tents and Intellectual Property were developed prior to the t ransaction that was the basis for the transaction r esulting in such entity becoming an Affiliate, or which Patents and Intellectual Property were developed by such e ntity after the transaction that was the basis for the transact ion resulting in such entity becoming an Affiliate but that are not used by InhibRx or any of its Affiliates in connect ion with the Product, shall not be included within the InhibRx IP