definiens: means any compound ( a ) that is conceived or synthesized by 3DP during the conduct of the Research Program and that Directly Modulates the Target ; ( 11 ) that is conceived or synthesized by 3DP in the conduct of research activi1ies outside the Field and which is found to Directly Modulate the Target through 3DP 's countersc rcening activities against the Target undertaken during the term of the Research Program, that, at 3DP 's sole discretion, becomes incorporated into the conduct of the Research Program ; ( c ) that is conceived or synthesized by [COMPANY] in the conduct ofBMS 's re·search activities in the Field prior to the EiTcetive Date or during lhe term of the Research Program, and that Directly Modulates the Target ; ( d ) that is conceived or synthcsi : led by [COMPANY] in the eondllet of research activities outside the field and which is iound to Direclly Modulate the Target through [COMPANY] 's collJlterserccning actjvities against the Target undertaken prior to tbe Effective Date or dw·ing the tcnu of1he Research Program, that, at [COMPANY] 's sole discretion, becomes incorporated into [COMPANY] 's research -4 - activities in the Field or into the conuuet of the Research Program ; or ( c ) that Directly Mouulatcs the Target and is first synthesizcd by eithcr Party during the term of or \vithin one year after the expiration or termination of the Research Program, and which IS derived through iterative rational drug dcsign based upon the hiological activity of a Research CompounJ with respect to the Target