definiens: shall mean any and all Informati on and Inventions that are ( a ) first conceived, discovered, developed or otherwise made jointly, as necessary to establish joint authorship, inventorship or ownership under applicable copyright or patent law, as the case may be, by or on behalf of, on the one hand, HPA or any of its Affiliates or their respective employees and agents, and, on the other hand, [COMPANY] or any of its Affiliates or their respective employees and agents, during the term of this Agreement ; ( b ) first conceived, discovered, develop ed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable copyright or patent law, as the case may be, by or on behalf of [COMPANY], its Affiliates or any of their respective employees and agents, either alone or jointly with a Third Party(ies ), during the term of this Agreement, in connection with or arising from the Development Activities ; or ( c ) first conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or owner ship under applicable copyright or patent law, as the case may be, by or on behalf of, HPA, its Affiliates or any of their respective employees and agents, either alone or jointly with a Third Party(ies ), during the term of this Agreement, in connection wi th or arising from the Development Activities