Licensed Background Technology

Licensed Background Technology. Means the Technology for which the Intellectual Property Rights are owned and freely licensable by Licensor and which (i) is documented (in the form of written records or electronic data) in the books and records of the Facility as of the Closing Date, (ii) has been used in the manufacture of Licensed Products or the operation of the Facility prior to, but which is not in use at the Facility as of, the Closing Date, and (iii) is not Excluded Technology or Licensed Technology.