definiens: means any Know - How or [COMPANY] Listed Patents relatin g to the composition of matter, properties, use, or manufact ure of XTEN Sequences or Licensed Products, which K now - How and [COMPANY] Listed Patents in each case ( a ) are Controlled by [COMPANY] or an Affiliate thereof and ( b ) in the case of Know - How, exists as of and/or was conceived prior to the Existing License Effective Date, or i s developed or obtained by [COMPANY] or an Affiliate thereof indep endently of the Agreement without the use of Naia ’s Confidential Information, and in the case of [COMPANY] Listed Patents, claims or discloses inventions con ceived prior to the Existing License Effective Date or developed by [COMPANY] or an Affiliate thereof independently of this Agreement without the use of Naia ’s Confidential In formation, or was obtained by [COMPANY] not from Naia or its Affiliate, and in each case all Intellectual Proper ty related to such Know - How and [COMPANY] Listed Paten ts Controlled by [COMPANY] or an Affiliate thereof, subje ct to Section 9.5 . For purposes of clarity, [COMPANY] Background Technology does not include the formulation(s ) or o ther embodiment(s ) of Research Constructs or Licens ed Product made by [COMPANY] or an Affiliate thereof purs uant to the Research Plan ( as defined in the Existi ng License )