definiens: means research and development to identify and develop potential Products based on or resulting from screening or assaying Seller Compounds for activity against a Seller Receptor, wherein ( a ) at the time such research and development is initiated, ( i ) to Seller 's Knowledge, no Third Party has any independent intellectual property rights with respect to such Seller Compounds, Seller Receptor or any Product identified and developed by such work, and ( ii ) Seller has not ( 1 ) granted any Third Party any development or commercialization rights with respect to any such Product or any option to obtain such rights or ( 2 ) entered into any agreement with any Third Party in which such Third Party has an expectation of receiving such rights, ( b ) Seller subsequently learns that a Third Party has independent intellectual property rights with respect to any such Seller Compound, Seller Receptor or Product, ( c ) Seller and its Affiliates do not disclose, license, assign or grant any rights under or to any of their respective information and/or intellectual property rights with respect to such Product to such Third Party during or subsequent to such research and development unless such Third Party is a Partner, and ( d ) such research and development is conducted and funded solely by Seller at all times prior to Seller 's or its Affiliate 's permitted disclosure, license, assignment or granting of rights under or to any of its respective information and/or intellectual property rights in accordance with subsection ( c ) above . For the purposes of this Section 1.14, shall mean intellectual property rights that did not arise as a result of work performed by Seller . ] 1.15 means the Technology Transfer Agreement between the Parties of even date hereof