definiens: shall mean al l patents and patent applications, and all patents issuing therefrom, to gether with all extensions, reissues, reexaminations, substitutions, 4 < PAGE > 8 renewals, divisions, continuations, continuations - i n - part and foreign counterparts thereof or therefor, that are in the p ossession of or controlled by [COMPANY] presently or hereafter during the term of this Agreement, and which [COMPANY] is free to license or sublicense, to the extent that any of the foregoing specifically and directly relates to or c laims any Licensed Product in the Field of Use or the manufacture, use or sale of any Licensed Product in the Field of Use, including, without limitation, ( a ) an y Licensed Product that contains, incorporates or uses one or more Adjuvant s, ( b ) the patents and patent applications listed in EXHIBIT A, and ( c ) the right s licensed to [COMPANY] under the third - party license agreements specified in EXH IBIT A, to the extent that such rights are necessary for any Licensed Product in the Field of Use or the manufacture, use or sale of any licensed Product in the Field of Use ; provided, however, that shall not in clude any rights [COMPANY] acquires after the Effective Date under any third - p arty license agreement unless and until the Parties agree in writing on binding t erms and conditions for the sublicense of such rights from [COMPANY] to [COMPANY]