definiens: shall mean:(a ) in the case of ( i ) expiration of this Agreement pursuant to clause ( a ) of Section 9.1 ( Term ), or(ii ) termination of this Agreement prior to Option exercise either ( A ) by [COMPANY] pursuant to Section 9.2 ( Terminationfor Material Breach ) or ( B ) by [COMPANY] pursuant to Section 9.3 ( Termination for Convenience ): [COMPANY] Patents that, inthe absence of a license thereunder, would be infringed by the manufacture, use, sale, offer for sale or import of anyRSV Antibody ; provided, however, that shall exclude any and all Patents licensed toArsanis by any Third Party ; and(b ) in the case of termination of this Agreement during the Post - Exercise Term either ( i ) by [COMPANY] pursuantto Section 9.2 ( Termination for Material Breach ) or ( ii ) by [COMPANY] pursuant to Section 9.3 ( Termination forConvenience ): [COMPANY] Patents that, in the absence of a license thereunder, would be infringed by the manufacture, use, sale, offer for sale or import of any [COMPANY] RSV Antibody ; provided, however, that shall exclude any and all Patents licensed to [COMPANY] by any Third Party