definiens: shall mean any intellectual property that the Acquiring Party ( or itsAffiliates ) develops, discovers, invents, or makes after the closing of such transaction based upon use of ( a ) in the caseof [COMPANY] as the Party involved in such transaction, any Confidential Information of Ambit relating to a LicensedCompound or Product, and ( b ) in the case of Ambit as the Party involved in such transaction, any ConfidentialInformation of [COMPANY] or any Restricted Information relating to a Licensed Compound or Product . In the event thatintellectual property is developed, discovered, invented or made after the closing of such transaction by employees oragents of the Acquiring Party ( or its Affiliates ) ( i ) who are engaged in the research and development of a CompetingProduct and ( ii ) to which any such Confidential Information or Restricted Information, as applicable, has beendisclosed, such intellectual property shall be presumed to be unless the Acquiring Party can demonstrateby a preponderance of written evidence that such intellectual property was developed, discovered or inventedindependently without use of any such Confidential Information or Restricted Information, as applicable