definiens: means any inventions conceived or reduced to practice and arising out of work conducted by or on behalf of [COMPANY] or any of its licensees 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 Future [COMPANY] Inventions will not include ( i ) inventions arising out of work conducted independently by [COMPANY] 's licensees outside of any agreement with [COMPANY] by employees of such licensees without access to, use of or reference to any [COMPANY] Know - How, [COMPANY] confidential information ( including [COMPANY] Confidential Information ) or other Future [COMPANY] Inventions, TMC Inventions or confidential information ofTMC, ( ii ) inventions developed by [COMPANY] 's licensees to the extent made by employees of such licensee without access to, use of or reference to any [COMPANY] Know - How, [COMPANY] confidential information ( including [COMPANY] Confidential Information ) or other Future [COMPANY] Inventions, TMC Inventions or confidential information ofTMC, ( iii ) inventions that [COMPANY] demonstrates by clear and convincing evidence were independently developed solely by [COMPANY] employees without access to or knowledge of any [COMPANY] Know - How, TMC Confidential Information or TMC Inventions and ( iv ) any invention developed by a Third Party whom [COMPANY] had engaged to develop an [COMPANY] product utilizing such Third Party 's proprietary Microprojection System under an agreement with [COMPANY], provided that [COMPANY] has not obtained from such Third Party the right to grant TMC a license to such invention ( although [COMPANY] will be under no obligation to do so ) and provided further that [COMPANY] fulfilled its obligations under Article 12 prior to having entered into such agreement with such Third Party