definiens: means any and all Know - How and Patents ansmg, during the period from the Effective Date to the Restatement Effective Date under the Original Agreement or during the Term of this Agreement, ti - om the conduct of activities with respect to the Development of a Co - Formulation Product under the Original Agreement or the Agreement, including ( a ) the conduct of activities pursuant to the Co - Formulation MTA, or ( b ) the conduct of activities pursuant to the Co - Formulation Development Plan : in each case \vhere such activities are conducted by or on behalf of Amicus, [COMPANY], their respective Affiliates or ( sub)licensees, or by an agent designated by [COMPANY] or Amicus to conduct such activities . Notwithstanding the proviso in Section 1.1 08, as between Amicus and [COMPANY], JCR shall be deemed an agent of [COMPANY] with respect to all activities conducted by or on behalf of JCR in connection with this Agreement and, as between Amicus and [COMPANY], all such activities conducted by JCR in connection with this Agreement shall be deemed to have been conducted by [COMPANY] under this Agreement . Co - Formulation Product IP expressly excludes the : Amicus Intellectual Property, Amicus Proprietary Chaperone Technology, [COMPANY] Background IP, Program Improvements, Program Patents and [COMPANY] In - Licensed Background ERT IP