definiens: means a transdermal patch pharmaceutical product containing bupivacaine as an active ingredient and sold in any jurisdiction within the Territory, wherein such product is not a Generic Product, is approved by a Regulatory Authority for any indication including those falling within the Field, is sold under prescription, is sterile or non - sterile, and further wherein the manufacture, use and/or sale of such product is covered by a Valid Claim of the [COMPANY] Licensed Patents or a Valid Claim of a Patent within the [COMPANY] Improvements in the jurisdiction within the Territory where such product is sold . For clarity, a Competing Product shall not include any product sold by [COMPANY], its Affiliates or licensees . ] 1.12 or means possession by a Party or its Affiliate of the right to grant to the other Party a license, sublicense or other right to use, of the scope provided for in this Agreement, to intangible or intellectual property rights ( including Patents, Know - How, trade secrets, data and rights to access or cross - reference regulatory filings ) without violating the terms of any Applicable Law, agreement or other arrangement with any third party existing at the time such Party or such Affiliate would be first required hereunder to grant the other Party such license, sublicense or other right