definiens: shall mean any and all modifications and/or improvements to the CVT Know -How or CVT Patent Rights, solely to the extent that they relate to the Compound and/or the Product, that ( a ) are used in, useful in or necessary for the Development, Manufacture or Commercializatio n of any Product in the Territory, and ( b ) are or have been conceived, reduced to practice, created, developed and/or otherwise invented by or on behalf of CVT or MIOL ( i ) under any Development Agreement between the Parties, ( ii ) in connection with any Phase IV Study conducted by MIOL pursuant to the Agreement, or ( iii ) in connection with any Manufacturing activities which may be conducted by MIOL in the event that MIOL exercises its Manufacturing Option ; provided, however, that Joint Know -How shall not inc lude any improvements or modifications to MIOL Know -How and MIOL Patent -Rights, or Know -How that is based on or incorporates MIOL Know -How or MIOL Patent Rights