definiens: shall mean all patents and patent applications that cover patentable inventions or discoveries that arise in connection with and as a result of any R&D Program which are made solely by [COMPANY] ~d which generically or specifically claim all or part of Product(s ), a process for manu acturing Product ( s ), intermediates used in such process or a use of Product and any and all technology(ies ) generated solely by [COMPANY] in connection with [COMPANY] 's performance of the R&D Programs under this Agreement during the R&D Program Term as may be extended . Included within the definition of New [COMPANY] Patents are any continuations, continuations - in - part ( including ( a ) continuation(s)-in - part that correspond to ( an ) earlier filed Existing [COMPANY] Patent(s ) that is identified on Exhibit l(vv ), lGjj ) or l(dddd ), solely to the extent such continuation(s)-in - part claims subject matter that is reasonably determined in good faith by [COMPANY] not to be entitled to the priority date of the earlier­filed corresponding Existing [COMPANY] Patent ; provided, however, in the event SB does not agree with such determination, the dispute shall be submitted to and resolved by an independent Third Party patent counsel mutually agreeable to both [COMPANY] and SB ), divisions, patents of addition, reissues, renewals or extensions thereof . Also included within the definition of New [COMPANY] Patents are any patent applications which generically or specifically claim any improvements on Product or intermediates or manufacturing processes required or useful for production of Product which are developed solely by [COMPANY] in connection with the performance of the R&D Programs under this Agreement during the R&D Program Term as may be extended . New [COMPANY] Patents shall specifically not include either Existing [COMPANY] Patents, SB Patents or Joint R&D Program patenNew DC Therapy Product " shall mean a Product that is used for DC Therapy and is comprised of at least one ( 1 ) New [COMPANY] Antigen(s ) and/or New R&D Program Antigen(s )