definiens: means any agreement between [COMPANY] ( or its Affiliates)and a Third Party with respect to one or more Future Third Party Patent(s ) . During the Term, in the case where [COMPANY] or its Affiliates isnegotiating a Future Third Party Agreement pursuant to which [COMPANY] would Control a Future Third Party Patent that is reasonably useful tothe Exploitation of any Compounds or Products in the Field in the Territory, [COMPANY] shall promptly inform [COMPANY] of the terms and conditionsof such Future Third Party Agreement . Unless [COMPANY] agrees in writing to be responsible for, and subject to all of the applicable terms of theFuture Third Party Agreement to the extent applicable to the rights ( sub)licensed hereunder to [COMPANY] ( including any restrictions on use, obligations required to be undertaken by, or otherwise applicable to, any ( sub)license and any payments arising out of the grant or exercise ofthe sublicensed rights ), [COMPANY] Patents shall not include the Future Third Party Patent(s ) licensed to [COMPANY] or its Affiliates pursuant to suchFuture Third Party Agreement . In the case where [COMPANY] accepts the ( sub)license of a Future Third Party - 41 -Patent and such Future Third Party Patent is a Necessary Third Party Patent, any payments made by [COMPANY] to [COMPANY] ( or directly to theThird Party licensor ) with respect to such Future Third Party Patent shall be subject to Section 8.5(d ) . In the case where [COMPANY] accepts the(sub)license of a Future Third Party Patent and such Future Third Party Patent is not a Necessary Third Party Patent, [COMPANY] shall beresponsible for any payments arising out of the grant or exercise of the ( sub)licensed rights . For clarity, ( a ) [COMPANY] shall be responsible for anypayment obligations with respect to all Existing License Agreements ( subject to Section 8.5(d ) ), and ( b ) with respect to Patents Covering theuse or application of the [COMPANY] Technology Platforms or [COMPANY] Technology Platform Inventions as used or applied to Compounds orProducts during the Term that are in - licensed by [COMPANY] or its Affiliates from Third Parties after the Effective Date, such Patents shall beautomatically included in the [COMPANY] Technology Platform IP, and [COMPANY] shall be responsible for any payment obligations to such Third Partieswith respect to such in - licensed Patents