definiens: means all intellectual property and embodiments thereof owned by or licensed to Client or [COMPANY], respectively, as of the date hereof, or developed by Client or [COMPANY], respectively, other than in connection wi th the Project ; means any intellectual property developed by either party in connection with the Pr oject ; means any Invention that relates exclusively to the Client Background IP or Client ’s patented or proprietary API, as applicable ; and means any Invention, other than a Client Invention, that relates exclusively to the [COMPANY] Background IP or relates to developing, formulating, manufacturing, filling, processing, packaging, an alyzing or testing pharmaceutical products . All Client Backgro und IP and Client Inventions shall be owned solely by Client and no right therein is granted to [COMPANY] under t his Quotation except as necessary for use in perfor ming the Project . All [COMPANY] Background IP and [COMPANY] In ventions shall be owned solely by [COMPANY] and no r ight therein is granted to Client under this Quotation . The part ies shall cooperate to achieve the allocation of ri ghts to Inventions anticipated herein and each party shall be solely r esponsible for costs associated with the protection of its intellectual property