definiens: means all intellectual property and embodiments t hereof owned by or licensed to Client as of the date hereof or developed by Cli ent other than in connection with this Agreement ; means all intellectual property and embodiments t hereof owned by or licensed to [COMPANY] as of the d ate hereof or developed by [COMPANY] other than in conne ction with this Agreement ; means any intellectual property developed by either party in connection with this Agreement ; means any Invention that relates exclusively to the Client IP or Client ’s patented API ; and means any Invention, other than an API Invention, that relate s exclusively to the [COMPANY] IP or relates to deve loping, formulating, manufacturing, filling, processing, pa ckaging, analyzing or testing pharmaceutical produc ts generally . All Client IP and API Inventions shall b e owned solely by Client and no right therein is gr anted to [COMPANY] under this Agreement, except that [COMPANY] shall have a non - exclusive, royalty - free license t o such items solely to the extent necessary to perform its oblig ations under this Agreement . All [COMPANY] IP and Pr ocess Inventions shall be owned solely by [COMPANY] and no right therein is granted to Client under this Agre ement . The parties shall cooperate to achieve the allocation o f rights to Inventions anticipated herein and each party shall be solely responsible for costs associated with the pr otection of its intellectual property