definiens: means any Know - How, invention or discovery ( and all Intellectual Property claiming or covering such invention or dis covery ) ( a ) conceived, discovered, or made in the c ourse of the Research Program ( as defined in the Existing Licens e ) or otherwise in connection with this Agreement b y either Party ( or any Affiliate thereof ), solely or jointly with the other Party ( or any Affiliate thereof ) or ( b ) conceived, discovered, or made by or on behalf of Naia ( or any Affiliate thereof ) or any Sublicensee in the devel opment or commercialization of the Licensed Product or any Ba ckup Molecule, in each of cases ( a ) and ( b ), whethe r patentable or not, to the extent such Know - How, inv ention or discovery is ( i ) related solely to [COMPANY] Background Technology concerning XTEN Sequences or ( ii ) ( 1 ) di rectly related to XTEN Sequences, but 2 excluding modifications to Naia Background Technolo gy or Naia Improvements for use with XTEN Sequences, and ( 2 ) severable from Naia Background Technology . For purposes of clarity, ( x ) [COMPANY] Improvements in cludes ( I ) any and all derivative, modified, or truncated amino acid sequence compositions of XTEN Sequences conceived, discovered, or made in connection with t his Agreement by either Party(or any Affiliate ther eof ), solely or jointly with the other Party ( or any Affiliate t hereof ), or any Sublicensee, ( II ) any XTEN Modifica tions conceived or discovered by either Party ( or any Aff iliate thereof ), solely or jointly with the other P arty ( or any Affiliate thereof ), or any Sublicensee as a result of Naia ’s, its Affiliate ’s, or Sublicensee ’s exerci se of any rights granted by [COMPANY] under this Agreement or knowledge of [COMPANY] ’s Confidential Information, or ( III ) met hods of making such amino acid sequence compositions con ceived, discovered, or made in the course of the Re search Program or otherwise in connection with this Agreem ent by either Party ( and in each case of clauses ( I ) – ( III ) all Intellectual Property claiming or covering such inv ention or discovery ) and, notwithstanding anything to the contrary, ( y ) [COMPANY] Improvements do not include, t o the extent conceived, generated, or invented by o r on behalf of Naia, any Affiliate thereof, or any Sublicensee, solely or jointly with [COMPANY], any Affiliate there of, or any Third Party, any methods or uses for the treatment of indications or treatment regimens for Licensed P roducts or XTEN Sequences