definiens: means any agreement existing on or after the Effective Date between [COMPANY] ( and/or anyAffiliate of [COMPANY] ) and any Third Party, pursuant to which such Third Party licenses to [COMPANY] or any Affiliate of [COMPANY] any Patents orInformation that ( a ) are Controlled by [COMPANY] and/or any Affiliate of [COMPANY] and necessary or reasonably useful for the discovery, research, Development, Manufacturing, use, sale, Commercialization, importation, and/or exportation of one or more Target Compounds, Licensed Compounds, Diagnostics and/or Licensed Products ; or ( b ) are used by or on behalf of [COMPANY] and/or any Affiliate of [COMPANY] in the performance of the ResearchProgram or any other activity under this Agreement . Third Party License Agreements as of the Effective Date are set out in Exhibit D