definiens: means all Contracts ( a ) that relate to a Key Product and under which the Company or any its Subsidiaries has obtainedfrom or granted to or assigned to any third party any license, sublicense, covenant not to sue, right of first refusal, right of first negotiation, right of firstoffer, option, co - existence agreement, settlement agreement or other right, title or interest in or to ( including any right to enforce, defend or control theprosecution of ) or ( b ) under which the Company or its Subsidiaries is expressly restricted from using, in each case ( a ) and ( b ) of this definition, anyIntellectual Property, except for ( i ) Off - the - Shelf Software, ( ii ) non - material and non - exclusive licenses granted by the Company or any of its Subsidiariesto advertising agencies, vendors, academic institutions and other similar contractors in the ordinary course of business, and ( iii ) non - material agreementsin which any grant of rights to the Company or any of its Subsidiaries to use Intellectual Property is non - exclusive and incidental to and not material toperformance under the agreement