definiens: means a license agreement in theField entered into by CHIRON or Bayer or their respective Affiliates with aLicensed Third Party ( as defined below ) after the Effective Dale and includes anymaterial amendment made after the Effective Date to a license existing on theEffective Date, other than the Bayer Cross License, which : ( a ) grants suchLicensed Third Party the license under one or more of the Licensed Patents tomake, have made, use, imparl, offer for sale or sell Product which ABBOTT islicensed to make, have made, use ', import, offer for sale or sell under thisAgreement ; and ( b ) imposes payment obligations which would have the effect ofproviding more favorable license payment terms to such Licensed Third Partythan the terms to ABBOTT under lhis Agreement, or would otherwise give rise toanadjustment pursuant to Section 6(b ) of Exhibit A