definiens: means all worldwide intellectual property rights, industrial property rights, proprietary rights and common -law rights, whether registered or unregistered, which are not otherwise included in Confidential Information, Copyrights, Copyright Licenses, Domain Names, Governmental Licenses, Other IP Agreements, Patents, Patent Licenses, Trademarks, Trademark Licenses, Proprietary Databases, Proprietary Software, Websites, Website Agreements and Trade Secrets, including, without limitation, all rights to and under all new and useful algorithms, concepts, data ( including all clinical data relating to a Included Product ), databases, designs, discoveries, inventions, Know -How, methods, processes, protocols, chemistries, compositions, formulas, show -how, software ( other than commercially available, off -the - shelf software that is not assignabl e in connection with a Change of Control ), specifications for Included Products, techniques, technology, trade dress and all improvements thereof and thereto, in each of the foregoing cases, which is owned by or licensed to the Company or any Subsidiary or with respect to which the Company or any Subsidiary is authorized or granted rights under or to