definiens: means any idea, invention, technique, discovery, modification, process, improvement or work product ( whether patentable or not ), any work of authorship ( whether or not copyright protection may be obtained for it ) ( i ) created, conceived, or develop ed by a either Party, either solely or in conjuncti on with others, during the term of and in connection with performan ce under this Agreement, that relates in any way to, or is useful in any manner in, Napo ’s Business, and/or is based upon or uses Confidential Information or pro prietary items, of Napo, and ( ii ) any such item created, con ceived or developed by either Party, either solely or in conjunction with others, following termination of t his Agreement, that relates in any way to, or is us eful in any manner in, Napo ’s Business and/or is based upon or uses Confidential Information or proprietary items of Napo, in any way