definiens: shall mean ( a ) all Intellectua l Property ( including trade secrets, trademarks, pa tents, copyrights and other non - registered intellectual pr operty ) owned or control by ESSDS on the Effective Date and/or otherwise independently of Jazz Pharmaceutic als and this Agreement, including but not limited t o, all Intellectual Property embodied in the ESSDS Softwar e and all ESSDS Prior Works that ESSDS shall use in connection with performing the Services under this Agreement, ( b ) the Healthcare Provider ( HCP ) portal and the associated materials referenced in the Description of Services of Exhibit D-27 to the PMSA as fully ex ecuted on April 10, 2017 and the associated Intellectual Prop erty ( the ), and ( c ) any modification s, enhancements, and improvements to the foregoing mad e by ESSDS . The term shall mean any and all Intellectual Property or other products developed, owned, controlled or acquired by ESSDS prior to the Effective Date of this Agreement and/or otherwi se independently of Jazz Pharmaceuticals and this Agreement, including, but not limited to ( i ) comput er software, technology, patient - centric services a nd analytics for pharmaceutical, biotechnology, medical device, vaccine and diagnostic manufacturers ( ), ( ii ) specialty pharmacy industry knowledge, ( iii ) s pecialty pharmacy distribution and services softwar e, and ( iv ) specialty pharmacy data reporting to payers and man ufacturers, subject to any data reporting restricti ons set forth elsewhere in this Agreement