definiens: means the Patents Cover only antibodies, products and/or phar maceutical compositions falling within each of the defined terms, and no other antibody, product and/or pharma ceutical composition ( for further avoidance of doub t, [COMPANY] shall have the sole right to enforce the for egoing Patents to the extent assigned hereunder ) ; ( ii ) grants to [COMPANY] an exclusive, royalty - free ( other than any pass - through costs to [COMPANY] ’ un - Affiliated licensors ), irrev ocable ( except for uncured failure to pay pass - thro ugh costs ), perpetual ( except for uncured failure to pay pass - t hrough costs ) license under [ … * * * … ] and [ … * * * … ] generated by [COMPANY] or on [COMPANY] ’ behalf duri ng the Pre - Sublicensing Term ( and Patents ( i ) [ … * * * … ] and ( ii ) [ … * * * … ] ), in each of the foregoing cases t hat are not assigned to [COMPANY] in accordance with Section 10.6(d)(i ), to make, have made, use, sell, offer to sell and import Licensed Antibody(ies ), Li censed Product(s ), XmAb5871 and/or any pharmaceutical comp osition containing the foregoing ; but — with respec t to the foregoing [ … * * * … ] that are not owned by but are instead licensed to [COMPANY] — such license shall only be granted to the extent permitted under [COMPANY] ’ s agreement with the licensor of such [ … * * * … ] and [COMPANY] shall adhere to the terms of such agreement between [COMPANY] and licensor . [COMPANY] shall hav e the sole right to enforce such Patents outside the scop e of the foregoing license to [COMPANY] . [COMPANY] sha ll have the first right to enforce the foregoing patents agains t activities within the scope of the foregoing lice nse to [COMPANY] . Prior to exercising such right, [COMPANY] s hall discuss the matter with [COMPANY] and reasonably consider any concerns [COMPANY] may have . If [COMPANY] does not exercise such right to enforce within [ … * * * … ] afte r a notice between the Parties of the infringement, the n [COMPANY] shall have the back - up right to enforce li mited exclusively to enforcement against activities withi n the scope of the foregoing license to [COMPANY], for which purposes [COMPANY] shall agree to be joined at Xenc or ’s cost on a pass - through basis if necessary for standing purposes . Prior to initiating any such suit [COMPANY] shall discuss the matter with [COMPANY] and reasona bly consider any concerns [COMPANY] may have