definiens: means ( A ) all proprietary Information and intellectual property ( other than Patent Rights ) ( i ) developed, discovered or invented by Guilford or on behalf of Guilford under an agreement which grants Guilford the right to convey the information or property, whether on, before or after the Effective Date, relating to ( a ) the modulation of NAALADase or ( b ) the compounds provided by Guilford to [COMPANY] under the Agreement ; ( ii ) owned by Guilford on the Effective Date or at any time during the term of this Agreement which describes or relates to ( a ) the modulation of NAALADase or ( b ) the compounds provided by Guilford to [COMPANY] ; or ( iii ) owned by Guilford on the Effective Date or at any time during the term of this Agreement and necessary or useful to manufacture, use, sell, offer for sale or import Products or compounds that modulate NAALADase, or ( 8) any exclusivity rights ( other than Patent Rights ) under Applicable Law that limit the ability of another Person to manufacture, use, sell, offer for sale or import a product that modulates NAALADase