definiens: means Patent license s obtained by Cullinan ( or its Affiliate or Licensee ) after Cullinan ( or such Affiliate or Licensee ) determines in good faith that one or more such Patent licenses from Third Parties are reasonably required by Cullinan ( or such Affiliate or Licensee ) becau se such Patents Cover the way in which Program Antibodies were discovered or optimized using [COMPANY] Platform Technology or [COMPANY] Platform Technology Improvements under a Third Party Patent Covering the [COMPANY] Platform Technology and/or [COMPANY] Platform Tec hnology Improvements, in order to avoid Third Party claims of patent infringement relating to the discovery or optimization of an Optioned Antibody, which claims are reasonably believed by Cullinan ( or its Affiliate or Licensee ) to be reasonably likely not to be dismissed or invalidated in any derivation or post -grant proceeding or at summary judgment, and are reasonably likely to succeed overall . For clarity, Third Party Patent Licenses explicitly exclude licenses to any Excluded Technology or Sequence IP