definiens: means those agreements entered into by and between Napo or its Affiliates, on the one hand, and certain Third Parties on the othe r hand, whether entered into prior to or after the Effective Date, pursuant to which Napo Controls ( or Third Par ty Payments are otherwise due with respect to ) cert ain Licensed Products ; provided, however, that Napo shall only enter into any such agreemen t with a Third Party with respect to a Licensed Product after the Effect i ve Date in accordance with Section 11.7 and if Nap o concludes in good 9 faith that it requires a license under Patent(s ) co ntrolled by such Third Party in order to Develop or Exploit such Licensed Product and shall not grant any rights in such Licensed Product to such Third Party to the ex tent such rights could reasonably be expected to adversely af fect [COMPANY] ’s rights to or ability to Exploit ( inclu ding the ability to manufacture ) such Licensed Product