definiens: . 1.39 shall mean the patents and patent applications set forth on Exhibit A attachedhereto and incorporated herein and any other patents and patent applications ( y ) that ( i ) are Controlled by GW Pharma on theClosing Date or at any time during the License Term and ( ii ) are necessary to develop, make, have made, use, sell, offer forsale, import or otherwise exploit any Licensed Product in the Territory, or ( z ) that ( iii ) are Controlled by GW Pharma on theClosing Date or at any time during the License 10 Term and ( iv ) are useful to develop, make, have made, use, sell, offer for sale, import or otherwise exploit any LicensedProduct provided that if any such patents and patent applications are in - licensed by GW Pharma from a Third Party they shallonly be within the scope of this definition if [COMPANY] agrees to pay and pays to GW Pharma whatever fees are due to the ThirdParty under the in - license in relation to such use with the Licensed Products in the Territory, including in respect thereof(a ) all re - examinations, reissues, renewals, extensions, and term restorations thereof within the Territory, if any, and ( b ) withoutlimitation, all provisional applications, continuations, continuations - in - part, divisional, and substitute applications, andinventors ’ certificates within the Territory, if any, including, but not limited to, any of the foregoing that claim Sole Patents ofGW Pharma or Joint Patents owned jointly by GW Pharma and [COMPANY]