definiens: means material technology ( including a material invention, composition, method or process ), the manufacture, use or sale of which would infringe, absent the license granted pursuant to this Agreement, a Valid Claim within the [COMPANY] Patent Rights, ( a ) that is not transferred ( or required to be transferred ) to [COMPANY] pursuant to the Transition Plan, the first sentence of Section 5.1 or the provisions of Section 5.4 ; ( b ) that is not included within or does not consist of, and is not required for the Development, manufacture, use or sale of, ( i ) the Licensed Compound in any fonn ( including all uses thereof ) ; or ( ii ) any Licensed Product existing or reasonably contemplated by the Development Plan as of the Effective Date ; ( c ) that is not created or developed in connection with activities under any of the agreements listed on Appendix 7 hereto ( to the extent such activities took place prior to, or are ongoing as of, the Effective Date, or are contemplated to be conducted under such agreements as ofthe Effective Date ) ; and ( d ) the inclusion of which within, or utilization of which with, a Licensed Product constitutes a material enhancement of that Licensed Product . Without prejudice to the foregoing the following may be examples of New Technology : an antibody conjugate that falls within the definition of Licensed Compound, combinations of the Licensed Compound with additional active ingredient(s ), specialized delivery devices, pegylated compounds, orally delivered fonus of the Licensed Compound and the like, but excluding, in any event, incremental modifications to the fonn or fonnulation of q Licensed Product ( such as the addition of new excipients or converting from N to subcutaneous delivery ) in a manner that does not materially change the composition ofthe active ingredients or other fundamental components thereof . For the avoidance of doubt, excludes any technology corresponding to Valid Claims that would be infringed, absent a license, by the Development, manufacture, use or sale of any Licensed Compound but potentially includes material technologies applied to the Licensed Compound to materially enhance it, such as conjugation or pegylation technology, and in ( i ) above shall be construed accordingly