definiens: means any and all licenses to Third Party intellectual property rights covering Relaxin, Relaxin Materials and Product, including but not limited to patents, patent applications, trade secrets, know - how andlor technology, which ( i ) have been granted to [COMPANY] andlor its Affiliates as of the Effective Date or thereafter during the Term ( to the extent included in the Core Relaxin Patents andlor accepted by [COMPANY] as Licensed IP pursuant to Section 2.3 ) ; ( ii ) would be infringed by the unlicensed manufacture, use or sale of the Product in the Field in the Territory ; and ( iii ) to which [COMPANY] andlor its Affiliates has a right to sublicense to [COMPANY] and its Affiliates hereunder . A list of the Third Party Licenses as of the Effective Date is attached hereto as Exhibit C. If [COMPANY] andlor its Affiliates acquire any licenses to Third Party intellectual property rights covering Relaxin, Relaxin Materials and A489.12 -Suntory 3 CONFIDENTIAL Product in the Field in the Territory ( including but not limited to patents, patent applications, trade secrets, know - how and/or technical information ) during the Term with the right to sublicense to [COMPANY] and its AffIliates hereunder, [COMPANY] shall promptly offer [COMPANY] a sublicense thereunder