definiens: shall mean Intellia ’s ( or its Affiliate ’s ) proprietary [ * * * ] that are used i n the performance of this Agreement or otherwise licensed to [COMPANY] hereunder . [ * * * ] 1.56 shall mean ( a ) any Intellectual Property that is invented by or on behalf of either Party ( solely or jointly with the other ) under this Agreement during the IP Term that constitutes or comprises an improvement, enhancement or other m odification to any Intellia Materials [ * * * ] includi ng any such Intellectual Property that comprises a composi tion of, or any method of using or making, Intellia Materials [ * * * ], and ( b ) any Patent Rights to the extent with in the Intellectual Property in the foregoing claus e ( a ), in each case of ( a ) and ( b ) other than [COMPANY] Product In ventions, [COMPANY] Materials Improvements, [ * * * ] I ntellia CRISPR - Cas IP or [ * * * ]