definiens: shall mean any and all Contrac ts to which the Company is a party, or by which it is bound, as of the date of t his Agreement, the primary or a material subject of which is the licensing, assignment or other conveyance or grant of Intellectual Property Rights, pursuant to which the Company is granted an express license, non - assert, option, or other rights to ( including rights to use, register, or enforce ), or expressly assigned, sold, conveyed or otherwise transferred any rights in, to or under, a ny material Intellectual Property Rights, and that remains in e ffect as of the date of this Agreement . Notwithstan ding the foregoing, excludes agreements e ntered into in the ordinary course of business cons istent with past practice, such as personnel agreements, c ommercially available off - the - shelf software agreem ents, clinical trial agreements and material transfer agr eements, in each case pursuant to standard form agr eements or that are not otherwise material