definiens: means ( 1 ) an exclusive, royalty bearing license, under intellectual property ( including Collaboration Technology, Joint Inventions, Patent Rights Covering Collaboration Technology, and Joint Patent Rights ) controlled by [COMPANY] that is exclusively related to the Lead Compounds to make, have made, use, offer for sale, sell and import the Lead Compounds ( subject to [COMPANY] 's retained non - exclusive research license to Memory Inventions that relate to Memory compounds consisting of PDEIO inhibitors or modulators, including Memory Compounds, and non - exclusive license to any other Memory Invention as provided under Section 2.1 and further subject to Sections 12.5(a ) and 12.5(b ) ) ; ( 2 ) [ a non - exclusive, royalty bearing license under intellectual property controlled by [COMPANY] that is necessary to make, have made, use, offer for sale, sell and import the Lead Compounds ] ( in the case of each of ( 1 ) and ( 2 ), in the event that the Lead Compounds is not in clinical trials at the time of termination of the Agreement, then ( 1 ) and ( 2 ) shall [ exclude any [COMPANY] intellectualproperty developed prior to or outside of the Research Collaboration ] ) ; and ( 3 ) the assignment and transfer to Memory, or its Affiliates as requested by Memory, free of any liens, pledges or security interests ( collectively, ), of all of [COMPANY] 's right, title and interest in and to ( i ) [ all regulatory filings ( such as INDs and drug master files ), and clinical trial agreements](to the extent assignable and not cancelled by the party(ies ) thereto other than [COMPANY] ) to the extent relating solely to the Lead Compounds, ( ii ) [ all data, including preclinical and clinical data, ] in [COMPANY] 's possession or in the possession of its Affiliates or its or their respective agents to the extent solely relating to the Lead Compounds ( provided, however, that [COMPANY] may redact any information that does not relate to the Lead Compounds ), ( iii ) all rights relating to the infringement of Memory Patent Rights and Joint Patent Rights by Third Parties, solely relating to the Lead Compounds, ( iv ) all rights relating to patent prosecutions described in Section 9.2 relating solely to the Lead Compounds ( and [COMPANY] shall thereafter use diligent efforts to file divisionals to separate any patent claims solely relating to the Lead Compounds from those relating to other compounds ) and ( v ) any trademarks or trademark applications that are solely used or solely intended for use for the Lead Compounds, and not for any products of [COMPANY] or any of its Affiliates, and so long as any such trademarks or trademark applications do not use the name [COMPANY] or any derivative thereof