definiens: means any and all patents and patent applications ( including inventor 's certificates and utility models ) throughout the Territory, inclu ding any substitutions, extensions, reissues, reexa minations, renewals, divisions, continuations and continuation -in - parts of any of the foregoing, that are owned o r controlled by SG ( solely or jointly ) as of the Effective Date or hereafter during the Term of this Agreement, exc luding the BMS Patents, and as to which SG has the right to gr ant licenses or sublicenses, to the extent that any of the foregoing is necessary or useful for the research, development, manufacture, use, import, export or sa le of any Licensed Product or Improvement in the Field in the Territory . The shall include, w ithout limitation, the patents and patent applications lis ted on Exhibit B attached hereto and incorporated hereby into this Agreement . SG shall use its best efforts to am end Exhibit B by December 31 of each year of the Term of this Agreement to include any SG Patent Rights that have arisen in the period since the Effective Date or s ince the last amendment to Exhibit B, provided, however, that if SG does not so amend Exhibit B by December 31 of any year during the Term of this Agreement, SG shall so amend Exhibit B within thirty ( 30 ) days after receipt of any written request from [COMPANY]