definiens: means, unless otherwise agreed by the Parties in an amendment to this Agreement in connection with Joint IP : a. the [ * * ] ( which shall be owned by the Joint Venture Company ) ; b. the [ * * ] ; c. the [ * * ] in the [ * * ], including the right to use an d license and apply for, register and maintain the same ( or any similar mark ) therein ; d. the right to challenge and take assignment of any [ * * ] of [ * * ] as a [ * * ] in the [ * * ] ; e. the [ * * ] and the [ * * ] details of which are set out in Schedule 2 ( which shall be owned by the Joint Venture Company ) ; f. the right to [ * * ] and [ * * ] for any [ * * ] containing the word [ * * ] or similar name ; g. the trade dress for the [ * * ] ( which shall be owned by the Joint Venture Company ) ; h. all Intellectual Property Rights in the [ * * ], and b ills of materials relevant to the [ * * ] and [ * * ] of the [ * * ], the [ * * ], the [ * * ] and all [ * * ] relating to the [ * * ], [ * * ], and [ * * ] of the [ * * ], but only with respect to the use o r development of such Intellectual Property Rights within the [ * * ], whether or not such Intellectual Property Rights ar e also developed or used within the [ * * ] ; i. all Intellectual Property Rights in ( i ) the [ * * ] fo r the [ * * ] and any product referred to in paragraph ( j ) below, ( ii ) bills of materials relevant to the [ * * ] and [ * * ] of the [ * * ] and any product referred to in paragraph ( j ) below, ( iii ) the [ * * ] and the rights in the [ * * ] to any product referred to in paragraph ( j ) below, ( iv ) the [ * * ] and all [ * * ] relating to the [ * * ] or any product referred to in paragraph ( j ) be low, Page 5 of 77 37155043.2 [ * * ] = CERTAIN CONFIDENTIAL INFORMATION OMITTED ( v ) any Intellectual Property Rights ( including [ * * ] and [ * * ] ) which are independently developed or ac quired solely by [ * * ] from any [ * * ] ( whether such rights are regi stered or unregistered ), and/or ( vi ) any Intellectu al Property Rights which are licensed in solely by [ * * ] from an y [ * * ] whether before or after the Effective Date w hich ( in each case ) is contained therein or in other [ * * ], provid ed, for the avoidance of doubt, that as it relates to the use of the same in any [ * * ], the background Intellectual Prope rty Rights contributed by [ * * ] associated with such [ * * ] shall be [ * * ] under this subclause ( I ) and foreground ( me aning newly generated under this Agreement ) Intelle ctual Property Rights associated with such [ * * ] shall, to the extent it is material and severable from the a foresaid [ * * ] ( and to the extent that it is not subject to any as signment back undertakings in favour of any [ * * ] or material Intellectual Property Rights relating to a joint [ * * ] ) and insofar only as it pertains to the [ * * ], sh all be [ * * ] ; j. the Intellectual Property Rights in all [ * * ] and [ * * ] of any description marketed by or on behalf of [ * * ] ( whether by itself, its Affiliates or any sales agents or distributors ) in the [ * * ] ( whether now or in the future ) ( includ ing any Intellectual Property Rights pertaining to the [ * * ] to be transf erred to [ * * ] in accordance with Clause 4.1.2 ) ; k. any Intellectual Property Rights which are [ * * ] sol ely by [ * * ] or its Affiliates from any [ * * ] licenso r from time to time and/or any Intellectual Property Rights which under the terms of such licences are expressed to belong to or be [ * * ] back to such [ * * ] licensor ; and l. except for Intellectual Property Rights owned by th e [ * * ], any other Intellectual Property Rights that are the property of or used by [ * * ] not exclusively comprising the [ * * ]