definiens: shall mean all Inventions and Know - How first conceived jointly and/or reduced to practice jointly by one or more employees of CURAGEN ( or of any Third Party working on behalf of or for the benefit of CURAGEN and/or in whose Inventions and Know - How CURAGEN otherwise has rights ) and one or more employees of TOPOT ARGET ( or of any Third Party working on behalf of or for the benefit of TOPOTARGET and/or in whose Inventions and Know - How TOPOTARGET otherwise has rights ), or first conceived by such employees of one Party and reduced to practice by such employees of the other Party, in all cases during the performance of the Parties ' respective obligations under the Agreement, as well as any and all Patents covering same . It is understood, however, that no compounds in TOPOT ARGET 's library ofHDAC Inhibitors at the outset of the Research Program shall be brought within the by virtue of CURAGEN and TOPOT ARGET employees or Third Parties working on their behalf jointly reducing to practice or demonstrating utility of such compound in any medical or clinical application or indication