definiens: means ( i ) the Product Patents and any and all improvements to the [COMPANY] Patents, the [COMPANY] Know - How and/or the [COMPANY] Technology andlor the Product and/or the Product Intermediate that have been conceived, created, developed and/or otherwise invented by [COMPANY] andlor [COMPANY] under the R&D Program, or otherwise pursuant to this Agreement, ( ii ) any and all rights in respect of improvements or inventions pertaining to the Device and which, as of the Effective Date, there are none, that may be conceived, created, developed andlor otherwise solely invented by [COMPANY] pursuant this Agreement and ( iii ) any and all rights in respect of improvements or inventions pertaining to the Compound conceived, created, developed andlor otherwise invented solely by [COMPANY] under the R&D Program ( excluding [ [ Joint Compound Improvements ) ) ) or otherwise