definiens: means any idea, invention or discovery, whether or not patented or patentable, in the Field that is first conceived, discovered, developedor reduced to practice by one or more Institution employees either before or after the EffectiveDate, either alone or with others, other than in the course of conducting activities under thisAgreement but otherwise regardless of the source of funding, including but not limited todevelopments, discoveries, compositions, know - how, procedures, technical information, processes, methods, devices, formulae, protocols, techniques, designs, drawings, methodologies, and biological or chemical material, but specifically excluding any invention thathas arisen or may arise as a result of research conducted pursuant to a pre - existing third partyagreement set forth on Schedule 5.1 attached hereto . Institution represents, warrants andcovenants that, with respect to Institution Inventions ( as defined below ) and Institution ’s interestin Joint Inventions ( as defined below ), ( a ) it owns and controls any Invention made by anyPrincipal Investigators and Lab Affiliates or that otherwise arises from the activities conductedunder this Agreement or that any Invention will become the sole property of Institution and ( b)Institution has the sole right and authority to assign and grant the rights described below