definiens: means ( i ) any Improvement of any CyberKnife System or [COMPANY] Product, or of any portion of a CyberKnife System or [COMPANY] Product, that ( a ) is necessary or useful for the manufacture or use of any [COMPANY] Product solely in the [COMPANY] Field and ( b ) is first conceived or created by or on behalf of [COMPANY] or [COMPANY], either solely or jointly, after the Effective Date during the Development Period ; and ( ii ) the New Software . Notwithstanding the foregoing, [COMPANY] Improvements shall exclude ( 1 ) any Improvements to the CyberKnife System ( other than the New Software ) that are useful in the [COMPANY] Field and ( 2 ) any Technology ( other than the New Software ), conceived or created by or on behalf of [COMPANY], its Affiliates, or any of their contractors or licensors, to the extent that such Technology is not an Improvement derived during the Development Period from a [COMPANY] Product, or a portion of a [COMPANY] Product that was 30f48 disclosed by [COMPANY] to [COMPANY] prior to the time at which the Improvement was first conceived or created