definiens: shall mean a chemical entity ( i ) that isControlled by [COMPANY] as of the Effective Date, or ( ii ) which is developed oracquired by [COMPANY] outside of the Research Program with no use of CK ExistingTechnology or CK Library Compounds, Collaboration Technology orPost - Collaboration Technology, and, during the Exclusivity Period or anyExtension Period, in activities not directed to the discovery, development, manufacture or use of Mitotic -6-<PAGE > Kinesin Targets or inhibitors of such Mitotic Kinesin Targets . It is understoodthat the term shall include both chemical entities thathave actually been synthesized as well as those that have not been synthesizedbut that are claimed in a [COMPANY] Patent, so long as the conception and reduction topractice of such chemical entity were made in the manner described in clause(ii ) above