definiens: means any improvements, inventions, discoveries, processes, improved cell lines, cell banks, clones, vectors, cassettes, and other knowledge, whether or not patentable ( includi ng patents, patent applications, divisions, continuations, cont inuation - in - part, reissues, reexaminations, extensi ons or supplemental patent certificates ) that are ( a ) join tly made after the Effective Date of this Agreement by at least one individual or individuals under an obligation t o assign their rights to such improvements to Unige ne and/or its Affiliate as applicable and at least one indivi dual or individuals under an obligation to assign t heir rights to such improvements to [COMPANY] and/or its Affiliate as applicable and ( b ) implemented in * * by [COMPANY] and/or its Affiliate and ( c ) not derived from Unigene Conf idential Information, Unigene Licensed Technology o r from technology disclosed in any patent which is owned o r controlled, in whole or in part, by license from a Third Party, assignment and ( d ) not derived from [COMPANY] Confidential Information or from technology disclo sed in any patent which is owned or controlled, in whole o r part, by license from a Third Party, assignment o r otherwise by [COMPANY] and/or its Affiliate as appli cable