definiens: means any and all Know - How discovered, identified, conceived, reduced topractice or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable UnitedStates law as such law exists as of the Effective Date irrespective of where such discovering, identifying, conception, reduction to practice or other making occurs, in the course of or as a result of or related to the development activitiesunder this Agreement, including pursuant to a Development Plan, or any Commercialization activities to the extentsuch Know - How relates predominantly to the Commercialization of a Product and is not predominately applicable tothe marketing, promoting, detailing, offering for sale, selling, distributing, or conducting other similar activities relatedto the commercial sale of pharmaceutical products generally ( a ) solely by one or more employees of or consultants toArena or any of its Affiliates, ( b ) solely by one or more employees of or consultants to [COMPANY] or any of its Affiliates orSub - distributors or Co - Promotion Partners ( to the extent such Sub - distributors or Co - Promotion Partners are requiredto assign or license such Know - How to [COMPANY] ), or ( c ) jointly by one or more employees of or consultants to Arena orany of its Affiliates, on the one hand, and one or more employees of or consultants to [COMPANY] or any of its Affiliates orSub - distributors or Co - Promotion Partners ( to the extent such Sub - distributors or Co - Promotion Partners are requiredto assign or license such Know - How to [COMPANY] ), on the other hand ; but excluding all Know - How discovered, identified, conceived, reduced to practice or otherwise made by or on behalf of Arena or any of its Affiliates pursuant to ( x ) anymanufacturing activity relating to Compound or Product, or ( y ) any activities outside of a Development Plan