definiens: shall mean any PROTAC that either ( i ) is a PROTAC synthesizedby or on behalf of either Party in the course of performance of the Research Program, or ( ii ) isoptimized by or on behalf of [COMPANY] or a Related Party outside of the course of performance ofthe Research Program based on a Collaboration Compound included in ( i ) and is covered by aclaim included in any Patent Right within Licensed IP or other Collaboration IP, or is obtainedthrough the direct and material use of [COMPANY] Confidential Information, and in each case ( i ) and(ii ) that, by design, has a primary mechanism of action directed to degradation of the relevantCollaboration Target . Page 4 1.23 shall mean Collaboration Compounds and resulting Products, whether included within the Collaboration IP or arising outside of performance of the ResearchProgram ( but excluding any Connector or Ligand Covered by the Licensed IP contained thereinand excluding any [COMPANY] Compound contained therein ) and all intellectual property rights to theextent claiming the composition, formulation or use of Collaboration Compounds or Products(and for clarity not to the extent claiming only the Connectors or Ligands or only the BayerCompounds contained therein ) or claiming any Manufacturing process developed solely orjointly by [COMPANY] to the extent that it is specific for any Collaboration Compound that has becomea Preclinical Candidate