definiens: means any and all Know - How that is Invented by either or both Parties, theirAffiliates, or its or their licensees, sublicensees or subcontractors ( whether solely, jointly or otherwise ), as applicable, ( i ) in the performance oftheir respective Designated Activities under this Agreement or ( ii ) by or on behalf of Decibel, its Affiliates or its or their licensees, sublicenseesor subcontractors ( whether or not such practice or use is permitted under this Agreement ) in each case ( ( i ) and ( ii ) ) that either:(a ) constitutes developments, enhancements, modifications or other improvements to, or progeny, mutants, fragments, orderivatives of, [COMPANY] Contributed Technology ( including viral vectors contributed by [COMPANY] ), [COMPANY] Contributed CollaborationProducts;(b ) arises out of, or is otherwise made during, Cell Line Development Activities or [COMPANY] Designated Activities relatedto the Manufacture of [COMPANY] Supplied Products ; 18(c ) relates to any composition of matter, or method of using or making ( i ) any Antibody or ( ii ) viral vector that incorporates anAntibody, in each case ( ( i ) and ( ii ) ), to redirect or target a specific cell type, including inventions, discoveries, developments, enhancements, modifications, or improvements thereto, or fragments and derivatives thereof ; provided, however, that for purposes of clause ( ii ) of thisdefinition, this clause ( c ) shall be limited to such compositions of matter and methods of using or making that are made by or on behalf ofDecibel, its Affiliates or its or their licensees, sublicensees or subcontractors in connection with any use or practice of [COMPANY] ContributedTechnology or [COMPANY] Contributed Collaboration Products or any previously Invented [COMPANY] Collaboration Know - How ; or(d ) constitutes Intellectual Property described in Section 1.37(c);but for the sake of clarity, excluding in each case ( ( a ), ( b ), ( c ) and ( d ) ) any and all [COMPANY] Contributed Know - How