definiens: shall mean all Technology t hat is Primarily Directed to the [COMPANY] Field and ( a ) was owned by [COMPANY] as of the Effective Date ; or ( b ) is conceived, created, generated, made, der ived, developed, reduced to practice or acquired by or on behalf of [COMPANY], solely or jointly with any oth er Person, during the Development Period ; in each case of subc lause ( a ) and ( b ), in which and only to the extent that [COMPANY] has the right to disclose and grant rights to [COMPANY] hereunder without violating the terms of any agreement or other arrangement with any Third Party or incurr ing any additional royalty, fee or other charge ; or ( c ) has substantial application in the [COMPANY] Field and i s conceived, created, generated, made, derived, dev eloped or reduced to practice by or on behalf of [COMPANY] ( other than by [COMPANY] ), whether solely or jointly with any other Person, during the Development Period . Notwithstand ing anything to the contrary in this Agreement, the Technologies listed on Exhibit B shall be [COMPANY] Tec hnology and shall not be [COMPANY] Technology