definiens: shall mean a material and substantial contribution of research and development effort resulting in ( i ) Know -How t hat actually is Page 14 used in and specifically incorporated into a Licensed Product or ( ii ) a Valid Claim of the Patent Rights that a Licensed Product would infringe, which such contribution ( x ) is made by a [COMPANY] employee who is not a member of the Collaborating Team ( ), ( y ) has received ESDC ’s prior written authorization, and ( z ) is performed pursuant to this Agreement and the Sponsored Research Agreement . For the avoidance of doubt, merely contributing samples, or a ssisting in or facilitating the collection of samples, would not be considered a . Exhibit C sets forth ( i ) all Additional Collaborator contributions that ESDC has authorized as of the Effective Date, ( ii ) all Additional Collaborators authorized to perform each authorized contribution and ( iii ) whether each authorized contribution has been completed