definiens: means any Thrombin Inhibitor ( i ) conceived prior to the Effective Date and to which [COMPANY] or a [COMPANY] Affiliate has rights in whole or part by license, assignment or otherwise ( with the right to sublicense ), ( ii ) conceived in the course of the Thrombin Research Program by [COMPANY] or Schering alone or jointly, and ( iii ) any compound chemicaJly closely related to or derived from any Thrombin Inhibitor described in the foregoing clauses ( i ) and ( ii ) which is conceived during the[!irst ~eaaafter the t~ of the Thrombin Research Program in the case of [COMPANY], or during the l!irst five ( 5 ) year ~ after the term of the Thrombin Research Program in the case of Schering ; provided, however, that a compound shall not be considered for the purposes of this Paragraph if a pany demonstrates by competent written proof that the compound was developed independently of and without reference to the Thrombin Research Program