definiens: means any inventions conceived or reduced to practice and arising out of work conducted by or on behalf ofTMC or any of its Affiliates or Sublicensees after the Effective Date and for so long as TMC holds a license to the [COMPANY] Know - How under Section 2.1.2 that relate primarily to Microprojection Systems ( including the use or manufacture thereof ) ; provided, however, that TMC Inventions will not include ( i ) inventions arising out of work conducted independently by TMC 's Sublicensees or other Third Parties outside of any agreement with TMC or its Affiliates by employees of such Sublicensee or other Third Party without access to, use of or reference to any [COMPANY] Know - How, [COMPANY] confidential information ( including [COMPANY] Confidential Information ), Future [COMPANY] Inventions or other TMC Inventions, TMC Confidential Information ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ), or Derivative Information, ( ii ) inventions developed by TMC 's ( or its Affiliates ' ) Sublicensees to the extent made by employees of such Sublicensee without access to, use of or reference to any [COMPANY] Know - How, [COMPANY] confidential information ( including [COMPANY] Confidential Information ), Future [COMPANY] Inventions or other TMC Inventions or TMC Confidential Information ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ), or Derivative Information, and ( iii ) inventions that TMC demonstrates by clear and convincing evidence were independently developed solely by TMC employees without access to or knowledge of any [COMPANY] Know - How, [COMPANY] Confidential Information, TMC Confidential Information ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ) or TMC Inventions ( as defined without reference to this subsection ( iii ) ) or Derivative Information