definiens: sha ll mean all inventions, discoveries, patent rights, trade secrets and/or kn ow - how, including without limitation, any patents or patent applications, cla iming any such inventions or discoveries, in each case owned or exclusively lice nsed by MORPHOSYS, including but not limited to the MORPHOSYS HuCAL Technologies, which MORPHOSYS has the right to license and which would be infringed by th e activities of IMMUNOGEN contemplated hereunder, but for this Agreement and whether existing now or obtained in the future ; provided, however, that MOR PHOSYS Background Inventions shall expressly exclude ( a ) any inventions, discove ries, patent rights, trade secrets or know - how arising from MORPHOSYS internal pharmaceutical product development activities, occurring prior to the Effe ctive Date of this Agreement or from any MORPHOSYS collaboration with a third pa rty, except to the extent expressly permitted thereby, ( b ) any Target Specifi c Rights owned or controlled by MORPHOSYS . As used in this Section 1.20, the ter m does not include co - exclusive licenses