definiens: means, in the event Schering exercises its option rights pursuant to Paragraph 2.14, any Factor Xa Inhibitor ( i ) conceived prior to the Option Date to which [COMPANY] or a [COMPANY] Affiliate has rights in whole or pan by license, assignment or otherwise ( with the right to sublicense ), ( ii ) conceived in the course of the Factor Xa Research Program by [COMPANY] or Schering alone or jointly, and ( iii ) any compound chemically closely related to or derived from any Factor Xa Inhibitor described in the foregoing clauses ( i ) and ( ii ) which is conceived during the{!irst Yla ~ after the term of the Factor Xa Research Program in the case of - C : orvas.or during the ~rst five ( 5 ) yeari},fter the term of the Factor Xa Research Program in the case of Schering ; provided, however, that a compound shall not be considered for " the purPoses of this Paragraph if a party demonstrates by competent written proof that the compound was developed 20826811 4 CONFIDENTIAL TREATMENT REQUESTED independently of and without reference to the Factor Xa Research Program . Program Factor Xa inhibitors may be covered by claims included in one or more of Program Factor Xa Inhibitor Patent Rights and Other Patent Rights