definiens: means a compound that ( a ) is conceived by [COMPANY] or its Affiliates in a [COMPANY] research programspecifically directed to the [ * * * ] ( each of the foregoing, a ) during the period beginning on the 13Table of Contents Closing Date and ending on the date that is [ * * * ] after the Closing Date ( and excluding, for the avoidance of doubt, anycompound licensed to or acquired by [COMPANY] and its Affiliates from a Third Party, including by acquisition of stock or assets, merger, reorganization, consolidation, share exchange, business combination or other transaction ), ( b ) is Covered by an issuedValid Claim included in the Licensed Patent Rights identified on Schedule 1.82 for such [COMPANY] Program Target ( including anyPatent Right deemed a Licensed Patent Right pursuant to Section 2.1.5 ) at the time such compound is selected by Licensee inaccordance with Section 1.88 and ( c ) has activity against such [COMPANY] Program Target necessary to potentially exert a therapeuticeffect on such [COMPANY] Program Target