definiens: means Proprietary Technology of [COMPANY] ( or its Affiliates ) that : ( a ) exists as of the Effective Date or is developed, acquired or in -licensed by [COMPANY] and/or any of its Affiliates during the Term outside the scope of its activities under the Research Plan ; and ( b ) is not the same as any Avidity Proprietary Technology, provide d that in the case of [COMPANY] Know -How ( as opposed to [COMPANY] Patents ) that would otherwise be considered [COMPANY] Proprietary Technology under this definition that is disclosed by [COMPANY] or its Affiliate to Avidity ( or its Affiliate ), such Know -How shall only be considered [COMPANY] Proprietary Technology to the extent it is marked or otherwise prominently designated to Avidity ( or such Affiliate ) as [COMPANY] Proprietary Technology at the time of such disclosure or immediately thereafter