definiens: means ( a ) the agreement set forth on Exhibit C(1 ), and ( b ) any otheragreement ( including those listed in Exhibit C ( 2 ) and C(3 ) ) pursuant to which [COMPANY] licenses or acquires Patents orKnow - How that relates to the Program DARTs or Licensed Products in the Field in the [COMPANY] Territory after the EffectiveDate pursuant to an agreement with a Third Party, the terms and conditions of which have been approved ( not to beunreasonably withheld ) by [COMPANY] before its execution by [COMPANY] and which [COMPANY] and [COMPANY] agree shall bedeemed a [COMPANY] Third Party Agreement, in which case Exhibit C shall be amended accordingly . For purposes of clarity, in the event that [COMPANY] does not approve the terms and conditions of any such proposed agreement with a Third Party, nothing herein shall be deemed to preclude [COMPANY] from entering into such agreement with a Third Party ; provided thatsuch agreement with a Third Party shall not be deemed a [COMPANY] Third Party Agreement hereunder