definiens: shall mean any and all Contracts to which any Acq uired Company is a party, or by which it is bound the primary or a material subj ect of which is the licensing, assignment or other conveyance or grant of Intellectual Property Rights, pursuant to which any Acquired Company is granted any licens e, non - assert, option, or other rights to ( including right s to use, register, or enforce ), or assigned, sold, conveyed or otherwise transferred any rights in, to or under, a ny Intellectual Property Rights that are material t o the operation of the business of the Acquired Companies, and that remains in effect as of the date of this Agreement . Notwithstanding the foregoing, excludes agreements ( and such agreement a re deemed not material ) entered into in the ordinary c ourse of business consistent with past practice, su ch as personnel agreements, licenses to IT, ERP or accoun ting systems, and commercially available software agreements, clinical trial agreements and material transfer agreements