definiens: means all issued Patents that both ( 1 ) claim inventions invented by MorphoSysand / or its Affiliate(s ) and/or its Sublicensee(s ) ( meaning that any of the foregoing employs or has engaged as a consultant atleast one ( 1 ) person who would be a properly named inventor on such Patent ( or its U.S. counterpart, if it is not a U.S. patent))that claim priority to a Patent first filed after the Pre - Sublicensing Term, and ( 2 ) contain only claims that recite the sequence ormake reference to the sequence of the CDRs or variable regions, or portions thereof ( whether or not also providing forhomology to such sequences ), of XmAb5574 and/or XmAb5871 and/or any and all indications or applications thereof ; butexcluding after a [COMPANY] Change of Control all Patents of the acquiror and/or the acquiring corporate family existingprior to or on the date of such [COMPANY] Change of Control, claiming priority to such a Patent existing prior or on suchdate, or owned or controlled by such acquirer and/or the acquiring corporate family independently of [COMPANY] ( for clarity, in the case where [COMPANY] is merged into another entity, the references here to and mean to refer to and )