definiens: means that, without a license to use the Third Party ’s Patent Right, the Development, Manufacture, Commercialization or use of any [COMPANY] Licensed Product in the form such [COMPANY] Licensed Productexists at the time that the Additional Third Party License is executed would, in [COMPANY] ’s opinion, infringe such ThirdParty ’s Patent Right and ( ii ) means that [COMPANY] has determined in its discretion that use of such ThirdParty ’s Patent Right would enhance the commercial potential of such [COMPANY] Licensed Product . For the avoidanceof doubt, the Parties agree and acknowledge that this Section 5.2.2(b ) will not apply with respect to royalties payableby [COMPANY] to any Third Party under any agreement in existence as of June 17, 2014 . Neither Party will intentionallynegotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event suchThird Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize AllogeneLicensed Products and [COMPANY] Products in connection with this Agreement in the Field