definiens: shall mean a temporary, fully - paid up, royalty - free, worldwide non - exclusive license granted by [COMPANY] ( including on behalf of its Affiliates as appropriate ), under Section4.3.2.3, to ( a ) the Immunoassay Technologies and ( b ) all other intellectual property rights ( including Patentapplications, Patents, trade secrets, copyrights, and trademarks ) ( i ) of [COMPANY] ( or its Affiliates asappropriate ) arising out of the performance of this Agreement or the Antibody Development Agreement, or(ii ) Controlled by [COMPANY] ( or its Affiliates as appropriate ) that are necessary or desirable for or used inthe manufacture and commercialization of the Assay, which license would be for the manufacture, use, sale, offer for sale and import of the Assay . Such license shall be fully sub - licensable to any Third Party forpurposes of manufacturing and commercializing the Assay ( including the components thereof ) underSection 4.3.2.3