definiens: means any Know - How or Improvements ( and any Patent Rights with respect thereto ) conceived, disc overed, developed or otherwise made by or on behalf of any MTEM Licensee, whether alone or with MTEM, under or in connection with a license or grant of other rig hts or access in, to or under any SLT - A or SLT - A Fusion Pr otein ( a ) that derive from or relate to an SLT - A or SLT - A Fusion Protein, ( b ) the practice of which is necess ary or useful for the Development, Manufacture, Commercialization or other Exploitation of CD38 SLT -A Fusion Proteins or Licensed Products and ( c ) tha t would be MTEM Background IP or MTEM Program IP were such Know - How or Patent Rights conceived, discovered, developed or otherwise made by MTEM alone