definiens: shall mean all Technolo gy that ( a ) has substantial application in, but is not Primarily Directed to, the [COMPANY] Field and i s ( i ) owned by [COMPANY] as of the Effective Date or ( ii ) conceived, created, generated, made, derived, developed, reduced to practice or acquired by or on behalf of [COMPANY] pursuant to the Services Agreement, solely or jointly with any other Person, during the Devel opment Period ; in each case of subclause ( i ) and ( ii ), in which and only to the extent that [COMPANY] has the right to disclose and grant rights to [COMPANY] hereunder withou t violating the terms of any agreement or other arr angement with any Third Party or incurring any additional ro yalty, fee or other charge, or ( b ) has substantial application in the [COMPANY] Field, is not Primarily Directed to th e [COMPANY] Field, and is conceived, created, generated, made, derived, developed, reduced to practice or acquired by or on behalf of [COMPANY], solely or jointly with a ny other Person, during the Development Period . Notwithstand ing anything to the contrary in this Agreement, the Technologies listed on Exhibit A shall be [COMPANY] Technology and shall not be [COMPANY] Technology