definiens: means any and all new discoveries, concepts, ideas, Proprietary Material, developments, specifications, methods, drawings, designs, flow charts, diagrams, models, formulae, procedures, processes, schematics, specifications, algorithms, apparatus, inventions, ideas, know - how, materials, techniques, methodologies, modifications, improvements, works of authorship and data ( whether or not protectable under patent, copyright, trade secrecyor similar laws and whether or not patentable or reduced to practice ), know - how, materials, methods, models, procedures, processes, schematics, specifications, techniques, tools, and any other forms of technology that are conceived, created, discovered, developed, generated, made or reduced to practice or tangible medium of expression during the performance ofthis Agreement, whether solely by one or more employees or consultants of Company, solely by one or more employees orconsultants of LLS, or jointly by one or more employees or consultants of Company and one or more employees orconsultants of LLS, in each case relating to the Research Program and/or the Product, together with all related IntellectualProperty Rights