definiens: means ( a ) all patent and any other intellectual p roperty rights owned or controlled by [COMPANY] or its Affil iates as of the Effective Date ; ( b ) those patent an d any other intellectual property rights owned or con trolled by [COMPANY] or its Affiliates as of the Effective Date that are further developed or refine d in the course of Production ; ( c ) Project Inventions and [COMPANY] Improvements ; and ( d ) those intellectu al property rights that are developed by [COMPANY] or its Affiliates outside the performance of the Pr oduction CONFIDENTIAL Page 2 of 48 and without the use of Client Confidential Informat ion or Client Intellectual Property Rights and include without limitation, those which claim, cove r or relate to any method, process, know - how, trade secret or other technology owned or controlle d by [COMPANY] or its Affiliates that [COMPANY] may incorporate or use in the course of performing the Production under this Agreement or the Prior Agreement