definiens: means any and all Know - How discovered, identified, conceived, reduced to practice orotherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law as suchlaw exists as of the Effective Date irrespective of where such discovering, identifying, conception, reduction to practice orother making occurs, in the course of or as a result of or related to the development activities under this Agreement, includingpursuant to a Development Plan, or any Commercialization activities to the extent such Know - How relates predominantly tothe Commercialization of a Product and is not predominately applicable to the marketing, promoting, detailing, offering forsale, selling, distributing, or conducting other similar activities related to the commercial sale of pharmaceutical productsgenerally ( a ) solely by one or more employees of or consultants to Arena or any of its Affiliates, ( b ) solely by one or moreemployees of or consultants to [COMPANY] or any of its Affiliates or Sub - distributors ( to the extent such Sub - distributors are requiredto assign or license such Know - How to [COMPANY] ), or ( c ) jointly by one or more employees of or consultants to Arena or any of itsAffiliates, on the one hand, and one or more employees of or consultants to [COMPANY] or any of its Affiliates or Sub - distributors ( tothe extent such Sub - distributors are required to assign or license such Know - How to [COMPANY] ), on the other hand ; but excludingall Know - How discovered, identified, conceived, reduced to practice or otherwise made by or on behalf of Arena or any of itsAffiliates pursuant to ( x ) any manufacturing activity relating to Compound or Product, or ( y ) any activities outside of aDevelopment Plan