definiens: shall mean proprietary technology, conceived, created, developed or reduced topractice, or acquired ( by assignment, license or otherwise ) by [COMPANY] prior to or during the Term of the Agreement(except for the Process to the extent contributed by Navidea and Data ) or independently of this Agreement, including, without limitation, patents, know - how, techniques, methods, processes, drawings, schematics, procedures, protocols, parameters, engineering details, functional descriptions, data and database content, technical or scientificinformation, manuals and trade secrets, which [COMPANY] owns, uses, conceives, creates, develops, reduces to practice orprovides in performing under this Agreement, or which is licensed to [COMPANY] and which is in existence in the form ofa writing, prototype or can otherwise be demonstrated to be the property of [COMPANY], or to which [COMPANY] has therights . For the purposes of clarity [COMPANY] Background Technology does not include Navidea BackgroundTechnology