definiens: means any and all Know - How discovered, identified, conceived, reduced to practice orotherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law as suchlaw exists as of the 14Effective Date irrespective of where such discovering, identifying, conception, reduction to practice or other making occurs, in the course of or as a result of or related to the development activities under this Agreement, including pursuant to aDevelopment Plan, or any Commercialization activities to the extent such Know - How relates predominantly to theCommercialization of a Product and is not predominately applicable to the marketing, promoting, detailing, offering for sale, selling, distributing, or conducting other similar activities related to the commercial sale of pharmaceutical productsgenerally ( a ) solely by one or more employees of or consultants to Arena or any of its Affiliates, ( b ) solely by one or moreemployees of or consultants to [COMPANY] or any of its Affiliates, or ( c ) jointly by one or more employees of or consultants to Arenaor any of its Affiliates, on the one hand, and one or more employees of or consultants to [COMPANY] or any of its Affiliates, on theother hand ; but excluding all Know - How discovered, identified, conceived, reduced to practice or otherwise made by or onbehalf of Arena or any of its Affiliates pursuant to ( x ) any manufacturing activity relating to Compound or Product, or ( y ) anyactivities outside of a Development Plan