definiens: means a product in the Field ( i ) the manufacture, sale or use of which would but for the license granted herein, infringe a Valid Patent Claim of the Licensed Patents or Oi ) that is developed, in whole or in part, by TMC employees or Third Party employees with access to or knowledge of any [COMPANY] Know - How, [COMPANY] Confidential Information, TMC Inventions, TMC Confidential Information, ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ) or Derivative Information ; provided, however, that in the case of subsection ( ii ), Product will not include ( x ) a product that TMC demonstrates by clear and convincing evidence was independently developed by TMC employees or Third Party employees without access to or knowledge of any [COMPANY] Know - How, [COMPANY] Confidential Information, TMC Inventions, TMC Confidential Information ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ), or Derivative Information, and ( y ) a product that TMC acquires from a Third Party provided that such Third Party developed such product without access to or knowledge of any [COMPANY] Know - How, [COMPANY] Confidential Information, TMC Inventions, TMC Confidential Information ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ) or Derivative Information