definiens: means all improvements, inventions, discoveries, processes, improved cell lines, cell banks, clones, vectors, and casset tes, and other knowledge, whether or not patentable ( including patents, patent applications, divisions, continuati ons, continuation - in - part, reissues, reexaminations, extensions or supplemental patent certificates ) that are ( a ) d erived from Unigene Licensed Technology, or from te chnology disclosed in any patent which is owned or controlle d, in whole or in part, by license, assignment or o therwise by Unigene and/or its Affiliates as applicable, and i m plemented in the * * by [COMPANY] and/or its Affiliate and ( b ) made after the Effective Date of this Agreement solely by an individual or individuals having acce ss to Unigene Know How and being under an obligation to a ssign their rights to such improvements to [COMPANY] a nd / or its Affiliate as applicable, provided, however, tha t if such improvement was made jointly with an indi vidual or individuals being under an obligation to assign the ir rights to such improvement to Unigene and/or its Affiliates, as applicable, Unigene ’s and/or its Affiliate ’s rig ht, title and interest in such Non - Severable Joint Improvements shall be deemed to be a Unigene Sole Improvement . S andoz ’s and/or its Affiliate ’s right, title and int erest in such Non - Severable Joint Improvements shall be deem ed to be a * *