definiens: means any Intellectual Property either ( a ) owned or controlled by aParty on or prior to the Eﬀective Date, or ( b ) developed or acquired by a Party independently of its performance under thisAgreement, other than Intellectual Property developed through the use of Conﬁdential Information of the other Party . Forclarity, as of the Eﬀective Date, the Process, Master Production Record and Speciﬁcations are Background IntellectualProperty of CLIENT and do not contain any material LONZA Intellectual Property or LONZA Conﬁdential Information, andduring the Term, LONZA will notify client prior to incorporating any necessary LONZA Intellectual Property or necessaryLONZA Conﬁdential Information into the Process, Master Production Record or Speciﬁcations, and such LONZA IntellectualProperty or LONZA Confidential Information shall not be deemed to be Background Intellectual Property of CLIENT