definiens: As used herein : ( A ) means LICE NSEE ’s right to convert the license granted hereunder to an exclusive license ( 1 ) at any time p rior to the date that LICENSEE receives a Notice of Third Party Offer, upon notice to LICENSOR and payment of [ * * * * * * * * ], and ( 2 ) within thirty ( 30 ) days following receipt by LICENSEE of a Notice of Third Party Offe r, upon notice to LICENSOR and payment of [ * * * * * * * * ] ; and ( B ) means a writt en notice to LICENSEE from LICENSOR of its receipt of a bona fide offer from an unaffiliated third party for a nonex clusive license under or to LICENSED TECHNOLOGY or ADDITIONAL TECHNOLOGY and setting for th the material terms of such offer . During the period in which LICENSEE has Exclusivity Rights, LICENSOR shall not grant such a license to any third party w ithout having delivered to LICENSEE the Notice of T hird Party Offer