definiens: shall mean Patents Controlled by [COMPANY] that are ( X ) directed to a LicensedCompound that would, in the absence of a license thereunder, be infringed by the manufacture, use, sale, offer forsale, or importation of any Product in the Field and ( Y ) were filed after the Effective Date ; ( ii ) [COMPANY] shall ( A ) transfer to Ardea as soon as reasonably practicable all data and information in Bayer’sor its Affiliates ’ possession relating to any Product as may be necessary to enable Ardea to practice the licensegranted under Section 10.5(b)(i ), ( B ) transfer and assign to Ardea all of its right, title and interest in and to all INDs, NDAs, drug dossiers and master files with respect to any and all Products and all Regulatory Approvals with respectto any and all Products, and ( C ) take such other actions and execute such other instruments, assignments and***Confidential Treatment Requested21 CONFIDENTIALdocuments as may be necessary to effect, perfect and record the transfer and assignment to Ardea described inSection 10.5(b)(ii)(B ) ; and ( iii ) Ardea shall have the option, exercisable within [ * * * ] after the effective date of such termination, topurchase any or all existing inventory of Licensed Compounds and Products in the possession and control of Bayeror any of its Affiliates at a purchase price equal to the [ * * * ] ( as determined in accordance with IFRS, consistentlyapplied throughout [COMPANY] ) of such Licensed Compounds and Products . In addition, if [COMPANY] or any of its Affiliates is, at the time of termination, manufacturing any Licensed Compound or Product, [COMPANY] shall ( or shall cause itsAffiliate(s ) to ) supply such Licensed Compound or Product to Ardea at a cost of [ * * * ] ( as determined in accordancewith IFRS, consistently applied throughout [COMPANY] or its Affiliate, as applicable ) for such Licensed Compound orProduct for a reasonable time after termination ( not to exceed [ * * * ] ) to allow Ardea to obtain an alternative source ofsupply . If a Third Party is, at the time of termination, manufacturing any Licensed Compound or Product, [COMPANY] shallnotify such Third Party supplier of the transfer of Licensed Compound and Product rights to Ardea pursuant to thisAgreement and acknowledges that such Third Party may, but is under no obligation to, continue to supply LicensedCompounds and Product to Ardea