definiens: ) and that are protectable by copyright are as that term is defined in the United Sta tes Copyright Act . However, to the extent that any Work may not, by operation of any Laws, be a work made for hire, Company hereby assigns, transfers and conveys to LBIO all of Company ’s worldwide right, title an d interest in and to such Work, including all Intelle ctual Property rights relating thereto . For avoidan ce of doubt, shall include any material ( including biological material ), processes or other items that embody, or that are claimed or covered b y, any of the foregoing Intellectual Property . Notw ithstanding the foregoing, LBIO agrees that New LBIO Intellectu al Property does not include Company Background Intellectual Property or improvements thereto that are developed by Company through the performance of the Services, provided, that such improvements ( i ) are made without the benefit of LBIO Intellectual Prope rty, LBIO Materials and/or LBIO Confidential Information, and ( ii ) could have been developed without performance of the Services ( i.e., in the event that unique aspects of the Services and/or LBIO Intellectual Property, LB IO Materials or LBIO Confidential Information were not a cause of such improvement ) ( )