Synthes Intellectual Property

Synthes Intellectual Property. Shall mean all Intellectual Property invented, conceived, developed and/or reduced to practice by Synthes or any Affiliate of Synthes (other than a Future Synthes Affiliate), or any employee(s), consultant(s) or other agent(s) of Synthes or any Affiliate of Synthes (other than a Future Synthes Affiliate), solely or jointly with a third party who is not a party to this Agreement, or acquired by (including any license or sublicense from a third party) Synthes or any Affiliate of Synthes (other... than a Future Synthes Affiliate), which directly and substantially relates to a Product or the manufacture of a Product, but excluding any Intellectual Property acquired by KNC in connection with the transactions contemplated by the Purchase Agreement; provided that, in the event that Intellectual Property necessary to manufacture a Product is invented, conceived, developed and/or reduced to practice by a Future Synthes Affiliate with the intent, in whole or in part, of such Intellectual Property not being deemed Synthes Intellectual Property, then such Intellectual Property shall be deemed Synthes Intellectual Property. View More