definiens: shall mean all Contracts to which the Company or any of its subsidiaries is a party andpursuant to which ( 1 ) Company - Owned Intellectual Property or Company - Controlled Intellectual Property islicensed ( including by way of any sublicense, grant of an option or other future contingent right, covenant ofnon - assertion or covenant not to sue ) or otherwise transferred ( including as a result of assignment, novation orotherwise, provided that a non - disclosure or confidentiality agreement, without more, shall not be considered a ) to any third person, ( 2 ) any third person has licensed ( including any sublicense ) or otherwisetransferred to the Company any rights under Intellectual Property used or otherwise exploited in the Conduct ofthe Business of the Company or ( 3 ) Company has an option or right to obtain a non - exclusive or exclusivelicense to or other transfer of Intellectual Property of a third person, or a third person has an option or right toobtain a non - exclusive or exclusive license to or other transfer of Company Intellectual Property