definiens: shall mean a royalty - bearing, worldwide exclusive license granted byMicrogenics ( including on behalf of its Affiliates as appropriate ), under Section 9.4.4.1, to ( a ) theImmunoassay Technologies and ( b ) all Patent applications, Patents, trade secrets and other know - how, ( i)of [COMPANY] ( or its Affiliates as appropriate ) arising out of the performance of this Agreement or theAntibody Development Agreement, or ( ii ) Controlled by [COMPANY] ( or its Affiliates as appropriate ) as ofthe termination date of this Agreement that are necessary for or used in the development, manufacture, andcommercialization of the Assay, which license would be solely for the development, manufacture, use, sale, offer for sale and import of the Assay in connection solely with the use of Plazomicin . Such license shall befully sub - licensable to any Third Party for purposes of manufacturing and commercializing the Assay(including the components thereof ) [ * * * ]