definiens: shall mean all Intellectual Property invented, conc eived, developed and/or reduced to practice by Synthes or any Affili ate of Synthes ( other than a Future Synthes Affilia te ), or any employee(s ), consultant(s ) or other agent(s ) of Syn thes or any Affiliate of Synthes ( other than a Futu re Synthes Affiliate ), solely or jointly with a third party wh o is not a party to this Agreement, or acquired by ( including any license or sublicense from a third party ) Synthes o r any Affiliate of Synthes ( other than a Future Syn thes Affiliate ), which directly and substantially relate s to a Product or the manufacture of a Product, but excluding any Intellectual Property acquired by KNC in connec tion with the transactions contemplated by the Purc hase Agreement ; provided that, in the event that Intelle ctual Property necessary to manufacture a Product i s invented, conceived, developed and/or reduced to practice by a Future Synthes Affiliate with the intent, in whol e or in part, of such Intellectual Property not being deemed Synt he s Intellectual Property, then such Intellectual P roperty shall be deemed Synthes Intellectual Property