definiens: means a Small Molecule C ompound that : ( a ) ( i ) is selected by the Joint Scientific C ommittee for optimization, characterization and /or preclinical evaluation in the conduct of the Resear ch Program, ( ii ) is Controlled by a party, ( iii ) either is in a party ’s or any of its Affil iates ’ possession as of the Effective Date or is di scovered or acquired by either or both parties or any of their respective Affiliates during the Research Program T erm but outside the conduct of the Research Program, and ( iv ) inhibits, agonizes or otherwise modulates ( i.e., acts through ) a Selected Target ; or ( b ) is first identified or discovered in the con duct of the Research Program ; or ( c ) is Covered by any Valid Claim of a Program P atent Right ; or ( d ) is otherwise designated a Program Compound b y the Joint Management Committee ; provided, however, that in no event shall a Small Molecule Compound t hat is subject to Pre - existing Obligations become a Program Compound unless such designation i s affirmatively agreed to by the Joint Management Committee