definiens: means any Know - How and Patents relating to the comp osition of matter, properties, use, or manufacture of Activ e Moieties, proteins, peptides, nucleotide - based mo lecules or small molecules which Know - How and Patents in each case ( a ) owned, licensed, or controlled by Naia or an Affiliate thereof and ( b ) in the case of Know - How, exists as of and/or was conceived prior to the Exis ting License Effective Date, or is developed or obtained by Naia or an Affiliate thereof independently of the Agree ment without the use of [COMPANY] ’s Confidential Information, and i n the case of Patents, claims or discloses inventio ns conceived prior to the Existing License Effective Date or dev eloped by Naia independently of the Agreement witho ut the use of [COMPANY] ’s Confidential Information, or were obtai ned by Naia independently of the Agreement after th e Existing License Effective Date, and in each case all Intell ectual Property related to such Know - How and Patent s