definiens: means any Technology made, developed or conceived by employees or consultants of Targace pt, alone or jointly with Third Parties, in the con duct of any Development Program or otherwise based on or arisin g out of any [COMPANY] Development Activities . ” 15 . Section 1.296 of the Agreement is hereby delete d in its entirety and replaced with the following : means any Technology Controlled by [COMPANY] that is necessary or reasonably useful for : ( a ) the conduct of the Research Program or any Additional Research Program by the Parties ; ( b ) [COMPANY] to Exploit any Coll aboration Compound, Candidate Drug or Product, or a ny Additional Compound or Additional Product with resp ect to any of the foregoing, including Ispronicline or any Ispronicline Product, in the Field or in Schizophre nia ; and ( c ) [COMPANY] to Exploit any Basket Comp ound outside the Field and outside Schizophrenia, to the extent such Technology is generated and Controlled by [COMPANY] as of the Amendment No . 5 Date ; provided that [COMPANY] Other Technology excludes [COMPANY] Pre - Phase IIb Program Technology, [COMPANY] Research Pr ogram Technology, [COMPANY] Development Program Technology and [COMPANY] Assigned Technology . ” 16 . Section 1.297 of the Agreement is hereby delete d in its entirety and replaced with the following : means any Patent Rights Controlled by [COMPANY] o r its Affiliates that contain one or more claims that cov er ( a ) [COMPANY] Technology, ( b ) any ( i ) Collaborat ion Candidate, Active+ Compound, Collaboration Compound, Candidate Drug or Product, ( ii ) Additional Compound or Derivative with respect to any of the f oregoing, or ( iii ) product that contains any of the foregoing ( including any Additional Product ) or ( c ) the Explo itation of any of the foregoing ( ( a ) and ( b ) ) in th e Field or in Schizophrenia ; provided that Supplemental Patent Ri ghts are not [COMPANY] Patent Rights . ” 17 . The text of Section 5.10.2(h)(xii)(D ) of the Ag reement is hereby amended deleted in its entirety a nd replaced with the following : “ TC-5619 shall be, for clarity, an Unexercised Opti on Compound and shall not be a Terminated Compound or, notwithstanding anything in the Agreem ent to the contrary, an Additional Compound or Excl uded Zone Compound, it being the intent of [COMPANY] and [COMPANY] that, in the circumstances described i n this Section 5.10.2(h)(xii ) and notwithstanding anything in the Portions of this Exhibit, indicated by the mark were omitted and have been filed separately w ith the Securities and Exchange Commission pursuant to the Registrant ’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended