definiens: shall mean [ * * * ] : ( a ) ( i ) any Intellectual Property that is invented by or on behalf of either Party ( solely or jointly with the other ) under this Agreement during the IP Term that constitutes or comprises a composition of, or any method of using or making, a combination of Intelli a Materials and [COMPANY] Materials, including an improvement, enhancement or other modification to t he combination of Intellia Materials and [COMPANY] Materials ( i.e., such Intellectual Property necessa rily involves both Intellia Materials and [COMPANY] Materials ), and ( ii ) any Patent Rights to the extent within the Intellectual Property in the foregoing clause ( i ) ; and ( b ) ( i ) any improvement, enhancement or modificatio n to any CRISPR - Cas, including any composition of, or any method of using or making, C RISPR - Cas Materials, and ( ii ) any Intellectual Prop erty in and to the foregoing clause ( i ), in each of ( i ) and ( ii ) that is invented ( x ) by or on behalf of Intel lia alone [ * * * ], or ( y ) by or on behalf of [COMPANY] alone or jointly b y or on behalf of the Parties under this Agreement, in each of ( x ) and ( y ) during the IP Term ( )