definiens: means ( a ) a Res earch Antibody that is generated or acquired ( whether by license, exercise of option, acquisitio n or otherwise ) by [COMPANY] or its Affiliates outside the Research Program or the Development Program ( and is not an I ndependent Antibody ) or that is, immediately prior to the initiation of any activities under this Agreement w ith respect to such Research Antibody ( including an y Antibody Selection Activities ), otherwise Covered by a Paten t Right Controlled by [COMPANY] outside the Research P rogram or the 3 Development Program that claims such Research Antib ody or the Sequence thereof as a composition of mat ter, ( b ) a Research Antibody that is a Proprietary Indep endent Antibody unilaterally acquired ( whether by l icense, exercise of option, acquisition or otherwise ) by Ab bVie or any of its Affiliates during the Term pursu ant to Section 2.1.1(b ), and ( c ) any Derivative of any Research An tibody described in either of the foregoing clauses ( ( a ) and ( b ) ) even if such Derivative results from the Research P rogram or Development Program