definiens: means Know - How Controlled by [COMPANY] that is directed to the Program Carrier(s ), theExclusive Licensed Product(s ) or Non - Exclusive Licensed Product, or their use or production / manufacturing, andwhich is necessary or useful for the research, development, manufacture, use, import, export, sale, offer for sale, transfer, and/or regulatory approval of Exclusive Licensed Product(s ) or Non - Exclusive Licensed Product . LicensedKnow - How shall in addition include Know - How Controlled by [COMPANY] developed during the term of this Agreementthat is related to the Program Carrier(s ) or the Exclusive Licensed Product(s ) or Non - Exclusive Licensed Product, their use or production / manufacturing, and which is necessary or useful for the research, development, manufacture, use, import, export, sale, offer for sale, transfer, and/or regulatory approval of Exclusive Licensed Product(s ) or Non - Exclusive Licensed Product . Licensed Know - How does not include Know - How which ( i ) at the time of disclosure byEmisphere to Novo Nordisk was already in the public domain through no wrongful act of Novo Nordisk ; ( ii ) prior to thedisclosure by [COMPANY] to Novo Nordisk, or the development by [COMPANY] or Novo Nordisk under this Agreement, was already in Novo Nordisk ’s possession from a Third Party source that was under no obligation to [COMPANY] tokeep such information confidential, or from [COMPANY] without any obligation of confidentiality on the part of NovoNordisk ; or ( iii ) was developed independently by Novo Nordisk, outside of this Agreement, without the assistance ofEmisphere and without any use of Confidential Information Controlled by [COMPANY]