definiens: means [COMPANY] Patents, other thanAmgen Patents within [COMPANY] and Joint Compound - Specific Patents, that Claim inventions actuallypracticed or generated by or on behalf of [COMPANY] in the Development, manufacture, use, sale, offerfor sale or import of Compound or Products in the Field in the Territory prior to termination of thisAgreement ; ( iii ) As promptly as practicable ( and in any event within 90 days ) after such termination, [COMPANY] shall(A ) deliver to [COMPANY] all then — existing Regulatory Documents and Data Controlled by [COMPANY] tothe extent they pertain to Compound and Products ( or true, correct and complete copies thereof),and hereby grants to [COMPANY], effective as of the effective date of such termination, the right to useand reference all such Regulatory Documents and Data as necessary or useful for the exercise of thelicenses granted to [COMPANY] under Section 9.7(c)(i ) or ( ii ) as applicable, ( B ) disclose to [COMPANY] allAmgen Know - How necessary or useful for the practice of the licenses granted pursuant to Section9.7(c)(i ) or ( ii ), to the extent such [COMPANY] Know - How was actually used or generated by [COMPANY] inthe course of manufacturing, Developing or commercializing a Reverted Product, and hereby grantsto [COMPANY], effective as of the effective date of such termination, the right to use and practice suchAmgen Know - How as necessary or useful for the exercise of the license granted to [COMPANY] underSection 9.7(c)(i ) or ( ii ), ( C ) transfer and assign to [COMPANY] all of its right, title and interest in and toall then - existing Regulatory Filings with respect to the Reverted Products, and ( D ) cooperatereasonably in transitioning the Reverted Products to [COMPANY] ; ( iv ) To the extent that any of the foregoing licenses or rights granted by [COMPANY] include Patents orKnow - How that were acquired from a Third Party, but that are subject to payment or otherobligations to a Third Party, then [COMPANY] shall so notify [COMPANY], together with a true, complete andcorrect written description of such payment and/or other obligations ( a ), and the inclusion of such Third Party technology in such licenses shall be subject toXencor ’s agreeing in writing to reimburse, and promptly reimbursing, [COMPANY] for any payments thatbecome owing to such Third Party by reason of the grant to, or the exercise of [COMPANY] ’s rights withrespect to, the Third Party technology, to the extent the same were disclosed to [COMPANY] in the ThirdParty Technology Notice