definiens: means the Patents Controlled by Licensor that are set out in Exhibit 1, as well as all continuations, continuations - in - part, divisionals, provisionals or any substitute applications with respect to the Patents set out in Exhibit 1,any patent issued with respect to any such patent applications set out in Exhibit 1, and all foreign counterparts of any of theforegoing, to the extent that such Patents relate to and are necessary or reasonably useful to Licensee ’s use of the LicensedTechnology pursuant to this Agreement, including for researching, developing, commercializing, making, having made, using, importing, having imported, exporting, having exported, having sold, offering for sale, selling or otherwise disposingof a Product pursuant to this Agreement . * * * Exhibit 1 shall be amended and updated by Licensor from time to time ascontinuations, continuations - in - part and divisional applications arise or as applications are amended or abandoned