definiens: means ( a ) all patents and patent applications listed in EXHIBIT 3 ; ( b ) all patent applications ( including provisional and util ity applications ) claiming priority to or common pr iority with or based on any of the foregoing, including all div isionals, continuations, continuations - in - part, pat ents of addition and substitutions of any of the foregoing ; all patents issuing on any of the foregoing, and a ll reissues, re - examinations, renewals and extensions of any of the foregoing, all counterparts to the foregoing in ot her countries ; and all supplementary protection certifi cates, restoration or extension of patent term and other similar rights of [COMPANY] and its Affiliates based on any of the foregoing ; ( c ) all Patents, for which Xencor ( or its Affiliate ) has ( meaning that Xencor ( or its Affilia te ) employs or has engaged as a consultant ) at leas t one ( 1 ) person who would be a properly named CONFIDENTIAL inventor on the U.S. patent claiming such invention, that were invented in the course of Xencor ’s ( or its Affiliate ’s ) Product and/or Licensed Antibody and / o r XmAb5871 Program activities and for which a Paten t was filed before the Execution Date ; including Xencor P atents filed before the Execution Date, and ( d ) all Patents other than the Patents listed in EXHIBIT 3 Controlled by Xencor or its Affiliate during the X encor Agreement Term and claiming priority to a Patent in existence prior to the Execution Date that Cover Licensed An tibody and/or Product, all to the extent Controlled by Mor phoSys on the Execution Date, but excluding after a Xencor Change of Control all Patents of the acquirer and / o r the acquiring corporate family existing prior to or on the date of such Xencor Change of Control, claiming pri ority to such a Patent existing prior or on such da te, or owned or controlled by such acquirer and/or the acq uiring corporate family independently of Xencor ( fo r clarity, in the case where Xencor is merged into another ent ity, the references here to and mean to refer to and ) . For the avoida nce of doubt, all Patents that qualified as Patents under ( d ) prior to the date of such Xencor Change of Cont rol shall remain part of Xencor Background Patents during the Term . To avoid doubt, Xencor Background Patents exclude Patents on Xencor ’s technologies for protei n and/or antibody design, such exclusion including Xencor ’s PDA ® technology