definiens: shall mean : ( a ) CMO ’s proprietary Cell Line and CMO ’s proprietary Manufacturing Process that CMO usesgenerally in the manufacture of custom therapeutic biologics on behalf of its clients, including all Information relating thereto, that is either(i ) owned or Controlled by CMO and/or its Affiliates on the Effective Date or ( ii ) developed or acquired, and owned or Controlled, by CMOand / or its Affiliates during the Term independently of any activities conducted pursuant to this Agreement and without the use of any ClientInformation ; and ( b ) any Improvement to such CMO Cell Line or CMO proprietary Manufacturing Process ( and all Information related thereto)that ( i ) is not specific to the Client DNA Sequence or proprietary Client Materials, and ( ii ) does not use or incorporate a Client DNA Sequenceor any Client Information or proprietary Client Materials ; including, in each case, all patent and other intellectual property rights in or to any ofthe foregoing . For clarity, CMO Technology shall not include any methods, processes, cell lines, or biologics that ( a ) are conceived solely bya Client employee(s ), ( b ) are provided to CMO by Client, ( c ) include or are derived from Client Information, ( d ) are conceived or developed bya Client employee(s ) based upon any Client Information or a Client DNA Sequence during activities conducted pursuant to this Agreement, or(e ) are in the public domain including by virtue of expired or abandoned patents or are generally known in the manufacturing industry to whichthis Agreement relates . In no case shall payments for use of CMO Technology include payment for expired patents and payment schedulesshall be construed accordingly