definiens: means Proprietary Technology of Avidity ( or its Affiliate ) that : ( a ) exists as of the Effective Date or is developed, acquired or in -licensed by Avidity and/or any of its Affiliate s during the Term outside the scope of its activities under the Research Plan ; and ( b ) is not the same as any [COMPANY] Proprietary Technology, provided that in the case of Avidity Know -How ( as opposed to Avidity Patents ) that would otherwise be considered Avi dity Proprietary Technology under this definition that is disclosed by Avidity or its Affiliate to [COMPANY] ( or its Affiliate ), such Know -How shall only be considered Avidity Proprietary Technology to the extent it is marked or otherwise prominently designate d to [COMPANY] ( or such Affiliate ) as Avidity Proprietary Technology at the time of such disclosure or immediately thereafter