definiens: shall mean, collectively, except to the extent included within the TransferredIntellectual Property, any Product - Related Intellectual Property, in each case : ( a ) that is ( i ) Controlled by Seller or an Affiliate of Seller immediately following the termination of the JanssenLicense Agreement and ( ii ) ( A ) with respect to any Product - Related Intellectual Property that is not covered by a valid claim of apatent, to the extent used or held for use by Seller or an Affiliate of Seller in the manufacture, marketing or sale of, orspecifically related to, Compound or Product and ( B ) with respect to any Product - Related Intellectual Property that is covered bya valid claim of a patent, to the extent covered by such claim ; ( b ) that is ( i ) Controlled by Seller or an Affiliate of Seller during the term of the Supply Agreement and ( ii ) ( A)with respect to any Product - Related Intellectual Property that is not covered by a valid claim of a patent, to the extent used orheld for use by Seller or an Affiliate of Seller for the manufacture of Compound and ( B ) with respect to any Product - RelatedIntellectual Property that is covered by a valid claim of a patent, to the extent covered by such claim and necessary for themanufacture of Compound ; ( c ) that is ( i ) Controlled by the Seller or an Affiliate of the Seller at any time prior to the License ReferenceDate and ( ii ) ( A ) with respect to any Product - Related Intellectual Property that is not covered by a valid claim of a patent, to theextent used or held for use by Seller or an Affiliate of Seller in the manufacturing, marketing or sale of Compound or Product orthat is specifically related to Compound or Product, and ( B ) with respect to any Product - Related Intellectual Property that iscovered by a valid claim of a patent, to the extent that the claim covers the manufacturing, marketing or sale of Compound orProduct in the Territory, in the case of each of clause ( A ) and ( B ), other than ( x ) proprietary formulation technologies of Seller orany Affiliate of Seller ( including technologies in - licensed on an exclusive basis or in - licensed on a co - exclusive basis with theapplicable licensor ) not specifically developed for Compound and ( y ) combinations of Compound with proprietary compoundsof Seller or an Affiliate of Seller ( including technologies in - licensed on an exclusive basis or in - licensed on a co - exclusive basiswith the applicable licensor ), it being understood that combinations of Compound with any compound of the same class ofwhich such proprietary compound is a member, but that is not itself a proprietary compound of Seller or an Affiliate of Seller(including technologies in - licensed on an exclusive basis or in - licensed on a co - exclusive basis with the applicable licensor ), arenot excluded from the definition of by this clause ( y ) ; or ( d ) that is Controlled by Seller or an Affiliate of Seller immediately following the termination of the JanssenLicense Agreement and excluded from the Transferred Know - How pursuant to the proviso at the end of the definition of