definiens: shall mean ( i ) any improvement or enhancement to the [COMPANY] ProprietaryTechnology, the Martek Proprietary Technology, the Excluded Subject Matter, the [COMPANY] R&D Patents, the Martek R&D Patentsor any New R&D Inventions or ( ii ) any other innovation, process or technique that, in the case of either ( i ) or ( ii ), is created byDSM or any of its Affiliates before or during the term of this Restated Agreement, or licensed to [COMPANY] or any of its Affiliates bya third party licensor during the term of this Restated Agreement with the right to grant a sublicense thereunder to Martekand / or its customers, that [COMPANY] or Martek or any of their respective Affiliates demonstrates ( through its own application to theproduction, processing, use or sale of ARA Products or otherwise ) in fact does improve, or reduce the costs associated with, theproduction, processing, use or sale of ARA Products . [COMPANY] shall provide Martek reasonable assistance at Martek ’s expense indetermining whether such improvement, enhancement, innovation, process or technique in fact does improve, or reduce thecosts associated with, the production, processing, use or sale of ARA Products and therefore is a [COMPANY] Improvement, includingallowing the use of such improvement, enhancement, innovation, process or technique to enable Martek to make suchdetermination . A shall mean ( i ) any improvement or enhancement to the [COMPANY] Proprietary Technology, the Martek Proprietary Technology, the Excluded Subject Matter, the [COMPANY] R&D Patents, the Martek R&D Patents or any NewR&D Inventions or ( ii ) any other innovation, process or technique that, in the case of either ( i ) or ( ii ), is created by Martek orany of its Affiliates before or during the term of this Restated Agreement, or licensed to Martek or any of its Affiliates by a thirdparty licensor during the term of this Restated Agreement with the right to grant a sublicense thereunder to [COMPANY] and/or itscustomers, that Martek or [COMPANY] or any of their respective Affiliates demonstrates ( through its own application to theproduction, processing, use or sale of ARA Products or otherwise ) in fact does improve, or reduce the costs associated with, theproduction, processing, use or sale of ARA Products . Martek shall provide [COMPANY] reasonable assistance at [COMPANY] ’s expense indetermining whether such improvement, enhancement, innovation, process or technique in fact does improve, or reduce thecosts associated with, the production, processing, use or sale of ARA Products and therefore is a Martek Improvement, including allowing the use of such improvement, enhancement, innovation, process or technique to enable [COMPANY] to make suchdetermination . Any disagreement between the parties as to whether an improvement, enhancement, innovation, process ortechnique is in fact a or a shall be a Disputed Fact and shall be resolved pursuantto the provisions of Section 8.6 . shall mean the and the collectively, and shall mean any particular [COMPANY] Improvement or Martek Improvement, as required by thecontext . In the event that it is determined that a party or its Affiliates has created an Improvement, such party shall promptlydisclose and transfer pursuant to Section 7.5 information and materials regarding such Improvements to the other party . Withrespect to all Improvements that are not New R&D Inventions, it is acknowledged and agreed that each party has granted to theother party, effective as of the date that such Improvement is or was created or acquired, a license to such Improvement asprovided in Sections 7.4(a ), 7.4(b ) and 7.4(f )