definiens: will mean all laws, ordinances, rules and regulations within the Territory applicable to the manufacture of the Product by [COMPANY], and the obligations of [COMPANY] or Cadence thereunder, as the context requires, including, without limitation, ( i ) all applicable federal, state and local laws and regulations of each jurisdiction within the Ten'itory ; ( ii ) the FD&C Act ; ( iii ) the cGMPs ; and ( iv ) all applicable environmental and health and safety laws, The tenn will mean all Patents, Patent Applications, copyrights, trade secrets, and other intellectual property rights owned by either Fatty or under which a Party otherwise has the right to grant licenses without accounting to any third party or to the other Party, where the inventions claimed, the works of authorship, or the know - how, trade secrets and the like, were not made in perfonnance of activities pursuant to, or in anticipation of, this Agreement . For the avoidance of doubt, [COMPANY] Background Intellectual Property rights do not include any such intellectual property rights developed by [COMPANY] in its Grosotto facility and which is owned or licensed to the licensor of Cadence Licensed Intellectual Property