definiens: means all intellectual property and embodiments t hereof owned by or licensed to Client as of the date hereof or d eveloped, conceived, or reduced to practice by Clie nt other than in connection with this Agreement . means all intellectual property and embodiments thereof owned by or licensed to Catalen t as of the date hereof or developed, conceived, or reduced to practice by [COMPANY] other than in connection wi th this Agreement . Client and [COMPANY] acknowledge and agree that as of the Effective Date, [ * ] will be used or is necessary to be used by [COMPANY] in connection with [COMPANY] ’s performance under this Agreement given t he Process and the Specifications as they exist as of the Effective Date . As used herein, means any and all inventions, improvements, infor mation and know - how, including without limitation those related to proce sses, compositions of matter and methods of use, de veloped, conceived or reduced to practice by or on behalf of either party individually or jointly, arising out of the performance of this Agreement, whether protectable by patent or as a trade secret, and all intellectua l property rights therein and thereto . Determination of whethe r an invention was developed, conceived or reduced to practice by one party or jointly by the parties sha ll be made in accordance with the principles of inv entorship under the United States patent laws