definiens: shall mean a [ * ] third party protein therapeutic that [ ( a ) binds to the CD3 ? Antigen ( or a portion thereof ) above the level of background binding and wherein such protein therapeutic is designed or developed [ * ] or being deve loped to exert its biological effect through binding to the CD3 ? Antigen ( or a [ * ] portion thereof ), and ( b ) is marketed for the same indication as the Royalty Product ] . [ * ] ( iii ) The Non - Opt - Out Party may, subject to Section 9.S(e)(iv ), deduct from the royalties it would otherwise owe to the Opt - Out Party pursuant to this Section 9.5 for Third Party licenses entered into after the Signing Date, including Future Third Party Licenses, an amount equal to [ fifty percent ( 50 % ) ] of the amounts paid to Third Parties in consideration for [ * ] intellectual property rights that the Non - Opt - Out Party reasonably believes are necessary in cormection with the Development, Manufacture or Commercialization of a Royalty Product in the Field in the Territory