definiens: shall mean compounds ( i ) that are developed by [COMPANY] or jointly with a Third Party and/or ( ii ) to which [COMPANY] obtains commercial rights from a Third Party ( by license, acquisition, assignment, joint development or otherwise ), and, in either case : [ ( x ) were conceived with the use of Collaboration Know - How unless such Collaboration Know - How is Previously Known Information, in which case such use by [COMPANY] or such Third Party is inapplicable to this clause ; ( y ) such compound is developed, made, used, sold, and offered for sale by [COMPANY], its collaborators, or any Related [COMPANY] Party without the need for the licenses granted in Section 3.I(a)(i ) ; and ( z ) such compound is a Nucleoside that satisfies the chemical and technical requirements set forth on Exhibit I.A or a Related Compound of such Nucleoside . If a [COMPANY] Compound is covered in any claim of Collaboration Patents in one or more patent applications, which claim is pending and not abandoned, then [COMPANY] shall pay Genelabs the milestone payments under Section 5.3 for such [COMPANY] Compound ; provided that if all such applications ( a ) are abandoned or invalidated before issuance, and/or ( b ) are amended so that no applications cover the [COMPANY] Compound, and/or ( c ) issue but without any claims that cover the [COMPANY] Compound ; then [COMPANY] may credit such milestone payments against the royalties payable under Section 5.5 on such [COMPANY] Compound ]