definiens: means the Patents owned in whole or in part by [COMPANY] or an Affiliate of [COMPANY] ( i ) that exist as of the Effective Date that are necessary or reasonably useful for the making, having made, using, selling, offering to sell, importing, exporting or otherwise exploiting, including, without limitation, the Development, research, Manufacture, Commercialization, formulation, use, distribution, delivery or administration, of the Products, including, without limitation, those set forth on Schedule 4.3(C ), ( ii ) that are filed after the Effective Date and are foreign counterparts of, or that claim priority to, any of the foregoing, and ( iii ) that are any reissues, substitutions, confirmations, validations, re - examination celtificates, additions, continuations, continued prosecution applications, continuations - in­part, or divisions of or to any of the foregoing . For the avoidance of doubt, shall not include any Neogenesis Patents