definiens: shall mean any and all : ( a ) Information, inventions, developments and discoveries ( whether or not patentable ) developed, conceived, invented, first reduced to practice, made or generated solely by or on behalf of [COMPANY], any of its Affiliates, or any of [COMPANY] ’s or its Affiliates ’ respective subcontractors, in the course of performance of the Services on or after the Effective Date, that, in each case, do not constitute [COMPANY] New Project IP ; and ( b ) patent and other intellectual property rights in or to any of the foregoing . Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the parties hereby agree that specifically excludes : ( x ) all Confidential Information of [COMPANY] disclosed to [COMPANY] on or after the Effective Date, including without limitation, [COMPANY] Background IP ; ( y ) all [COMPANY] Materials ; and ( z ) all [COMPANY] Project IP . For the sake of clarity, even if an item described in clause ( a ) of the first sentence of this Section 1.56 is d eveloped or generated by or on behalf of [COMPANY] [ … * * * … ], such item will nonetheless be considered [ … * * * … ], provided that ( i ) [ … * * * … ] and ( ii ) [ … * * * … ]