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 the reof owned by or licensed to [COMPANY] as of the dat e hereof or developed by [COMPANY] other than in connection with this Agreement ; means any invention or know - how ( whether patentable or not, including intellect ual property rights therein, developed by either pa rty or jointly by the parties in connection with this Agreement ; means any Invention that relates exclusively to the Client IP or the Client ’s proprietary API or that is solely applicable to the Processing of the Product ; and means any Invention, other than a Client Inventio n, that relates exclusively to the [COMPANY] IP or relates to developing, formulating, manufactu ring, filling, processing, packaging, analyzing or testing pharmaceutical products generally . All Client IP an d Client Inventions shall be owned solely by Client and no right therein is granted to [COMPANY] under this Agr eement, except that [COMPANY] shall have a non - exclu sive, royalty - free license to such items solely to the extent 13 Confidential materials omitted and filed separately with the Securities and Exchange Commission