definiens: means any Patent Right ( a ) ( i ) that is Controlled by [COMPANY] or itsAffiliates as of the Effective Date, including those listed in Exhibit C or ( ii ) that comes into the Control of [COMPANY] or itsAffiliates during the Term, excluding the [COMPANY] Sole Program Patents and Joint Program Patents ; and ( b ) that isnecessary ( as described in the definition of [COMPANY] Background Know - How ) for the Research, Development, Manufacture or Commercialization of any Product in the Field ; except that the [COMPANY] Background Patents excludesany Patent Rights claiming any device or device technology Controlled by [COMPANY] and/or any of its Affiliates as of theEffective Date or during the Term, unless such technology is incorporated into a Product under and in accordancewith this Agreement, including a device used with a Product . If the license to [COMPANY] hereunder or the practice byor on behalf of [COMPANY] or its Affiliates or ( Sub)licensees hereunder of any Patent Rights that satisfy the foregoingclauses ( a ) and ( b ) would require [COMPANY] to pay to a Third Party a royalty, milestone payment or other monetarycompensation in consideration of such license, then such Patent Rights shall be excluded from this definition unlessand until included pursuant to Section 10.7(d ) . To the extent any [COMPANY] Background Patents covers any technologythat is incorporated into any Product under and in accordance with this Agreement ( e.g., as the formulation of, manufacturing process for, device for use with and/or companion diagnostics for such Product ), then such SanofiBackground Patents shall be deemed ( as used in clause ( b ) above ) for the making, using or selling ofsuch Compound or Product, regardless of whether any equivalent or similar alternative technology may exist