definiens: means any and all Know - How that is Confidential Information Controlled by [COMPANY] or itsAffiliate and that, in either case, is discovered, identified, conceived, reduced to practice or otherwise made, asnecessary to establish authorship, inventorship or ownership under applicable United States law as such law exists asof the Effective Date irrespective of where such discovering, identifying, conception, reduction to practice or othermaking occurs, solely by one or more employees of or consultants to [COMPANY] or any of its Affiliates or Sub - distributorsor Co - Promotion Partners ( to the extent such Sub - distributors or Co - Promotion Partners are required to assign orlicense such Know - How to [COMPANY] ) in the course of or as a result of or related to the Commercialization activities underthis Agreement to the extent such Know - How does not relate predominantly to the Commercialization of a Productand is predominantly applicable to the marketing, promoting, detailing, offering for sale, selling, distributing, orconducting other similar activities related to the commercial sale of pharmaceutical products generally