definiens: shall mean, with respect to a [COMPANY] Product, a Valid Claim under a Third Party Patent for which [COMPANY] ( or its Affi liates or sublicensees ) reasonably and in good fait h determines it must obtain a license or other grant of right in order for [COMPANY] ( or its Affiliates or sublicensees ) to manufacture, use, sell, distribute, import, or otherwise exploit such [COMPANY] Produ ct, and with respect to a [COMPANY] Product, a Valid Clai m under a Third Party Patent for which [COMPANY] ( or its Affiliates or sublicensees ) reasonably and in good faith determines it must obtain a license or other grant of right in order for [COMPANY] ( or its Affiliates or sublicensees ) to manufacture, use, sell, distribut e, import, or otherwise exploit such [COMPANY] Product