definiens: shall mean proprietary technology conceived, created, developed, reduced topractice, or acquired ( by assignment, license or otherwise ) by Navidea prior to or during the Term of this Agreementor independently of this Agreement, and independently of [COMPANY] Background Technology including, withoutlimitation, patents, works of authorship, know - how, concepts, ideas, techniques, methods, processes, drawings, schematics, procedures, protocols, parameters, engineering details, functional descriptions, data and database content, technical or scientific information, manuals and trade secrets, which Navidea owns, uses, conceives, creates, develops, reduces to practice or provides in performing under this Agreement, or which is licensed to Navidea which is inexistence in the form of a writing, prototype or can otherwise be demonstrated to be the property of Navidea, or towhich Navidea has the rights . For purposes of clarity, Navidea Background Technology shall include the Process tothe extent contributed by Navidea and the Data and does not include [COMPANY] Background Technology