definiens: as defined in the Restated Sublicense Agreement, including anyand all intellectual property rights therein ( ) . Luitpold shall have the exclusive right toreproduce, publish, patent, copyright, sell, license and otherwise make use of the Improvement . Luitpold shall incurno additional sublicensing fees for such Improvements . Luitpold shall offer to BMTI the following Right of FirstNegotiation to use, offer to sell, sell, and/or otherwise develop and commercialize any Luitpold Improvement outsidethe Field of Use ( ): ( a ) Luitpold shall disclose to BMTI such Luitpold Improvements that it has the right to license, sell orotherwise transfer outside of the Field of Use upon the completion of the first Luitpold - sponsored animalevaluation of such Improvements, and shall provide BMTI with semi - annual written updates on the developmentof such Improvements thereafter until five ( 5 ) years after the Closing of the Asset Purchase Agreement