definiens: means any Patents or Know - How, orCelgene ’s and/or its Affiliates ’ interest therein, that is ( a ) developed or generated byor on behalf of [COMPANY] and/or its Affiliate(s ) in the conduct of the Collaborationduring the Term and derived from the use of [COMPANY] Know - How or Joint Know - Howdisclosed or transferred by [COMPANY] or its Affiliates to [COMPANY] or its Affiliates ( forclarity, including Licensed Compound and Licensed Products ), ( b ) Controlled byCelgene or its Affiliate(s ), ( c ) related ( but not solely related ) to the Licensed Product(and not to any other proprietary products of [COMPANY] or any of its Affiliates except ifsuch proprietary product is in a Combination Regimen ) and ( d ) necessary for theDevelopment, Manufacture and/or Commercialization of any Licensed Compound(s)or Licensed Product(s ) by [COMPANY] or its Affiliates or licensees ( i ) in the BeiGeneTerritory ( other than in the Heme Field ), including in a Combination Regimen, or, ( ii)after [ ... * * * ... ] in the Heme Field anywhere in the world . [COMPANY] Proprietary IPexpressly excludes [COMPANY] Collaboration IP