definiens: means Contracts as of the date hereof by which Parent or any of its Subsidiaries has been granted or has granted toothers any license to Intellectual Property that is used in or necessary for the conduct of the business of Parent or any of itsSubsidiaries, as conducted as of the date hereof and where ( i ) such Intellectual Property is embodied in any Parent KeyProducts ; ( ii ) the termination or expiration of such agreement would reasonably be expected to have a Parent Material AdverseEffect ; ( iii ) the agreement purports to be a material inbound or outbound license of rights on an exclusive basis ; or ( iv ) theagreement relates to material Intellectual Property which, to Parent ’s knowledge, is co - owned by another Person or as towhich, to Parent ’s knowledge, another Person has a right to acquire, right of first refusal or right of first negotiation, in eachcase other than licenses of computer software which computer software has not been significantly modified or customized andthat is widely available on commercially reasonable terms