definiens: means any Improvement of a Phage 1 - Display process or any other technology, process, or methodology ( each as claimed in or covered by either of the CAT Licensed Patents or CAT Background Know - How ) that satisfies all of the following criteria : ( a ) is first conceived or reduced to practice within _ ; ; ( itOlyearstAof the Effective Date ; provided, however, that upon the request of Licensee at any time during ' H ; ~l)"'year period following the date that isfli1 : te(:9 ) years ; from the Effective Date and upon demonstration by Licensee of good commercial, technical, or legal reasons for extension of the foregoing ~ t~~(:lO)-year'period, the Parties agree to negotiate in good faith the potential extension of such period for one ( 1 ) additional ~¥e{5}yeaF period, with the consent by CAT to such extension not to be withheld absent demonstration of good commercial, technical, or legal reasons for opposing such extension ; and ( b ) is developed by or on behalf of CAT or its Affiliates ; provided, however, that the foregoing will exclude in respect of CAT only any such improvement, modification or adaptation to the extent that CAT is not permitted to disclose, license or sublicense such improvement, modification or adaptation to Licensee as a result of an obligation of CAT to a Third Party . J r 1.9 means any product manufactured or sold by or on behalf of Licensee in the Field which contains a Licensed Product and one or more othert ~ Jj¥e ; ~'gt : edients or components . J 1.10 or means, with respect to any Know - How, Patent, or other intellectual property right, possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise, to assign, or grant a license, sublicense or other right to or under, such Know - How, Patent or right as provided for herein without violating the terms of any agreement or other arrangements with any Third Party