definiens: means the phage - display libraries consisting of \, ~co ~ ec::=tJ -- o ~ ns ~ or.polynucleotides encoding Antibodies ordered by [COMPANY] pursuant to Section 3A.4, i additional to and distinct from the XO:\.1AOO8 Libra . ! ---------- ' 1.28C means ( a ) any assertion or suggestion ( including any demand or re~ ( f - qu - est ~ to ...., ..... r - e - a-:--':Hcense ) by an IP Holder that ( i ) activities undertaken by or on bellalf of [COMPANY] \ J under the Second Amendm ~ Jlt or ownership or use of the Discovery Materials in accordance with ) the terms and conditions thereof infringe . misappropriate or violate any intellectual property rights of an IP Holder, or ( ii ) the execution and perfonnance by any XOMA Company of this Second Amendment constitutes a breach of any license, covenant or other agreement between such XOMA Company, on the one hand, and any IP Holder, on the other hand, and ( b ) the initia­tion of any judicial or arbitration proceeding relating to a dispute over the matters described in the foregoing clause ( i ) or clause ( iiif l.28D- means [COMPANY] SF or any other [COMPANY] Affiliate designated by [COMPANY] to XOi\oiA in accordance with Section 3A.5(a )