definiens: shall mean, except for any Joint Developments, any and all improvements, modificatio ns, alterations, or enhancements to any of the inventions covered by th e [COMPANY] Patents, [COMPANY] 's Confidential Technology, or the TIMERx Pr oduction Technology, that are developed, owned, or controlled by [COMPANY] o r any of its Affiliates or sublicensees, or in which [COMPANY] or any of its Af filiates or sublicensees otherwise has any rights or interests during the te rm of this Agreement ( or, with respect to such sublicensees, during the term of the respective sublicenses ) or during any period of mutual coopera tive development prior to the Effective Date ; together with all United Sta tes and foreign intellectual property and other rights and interest s of [COMPANY] and its Affiliates and sublicensees thereto and therein, in cluding -3- 4 CONFIDENTIAL MATERIAL OMITTED AND FILE D SEPARATELY WITH THE SECURITIES AND EXCHANGE CO MMISSION