definiens: shall mean ( a ) those Patents Controlled as of the Effective Date or hereafter during the Term by [COMPANY] or any of its Affiliates ( other than the [COMPANY] Sole Patent Rights or Joint Patent Rights ) that include at least one ( 1 ) Valid Claim that, absent a license from [COMPANY] or any of its Affiliates, would be infringed ( or, in the case of a Valid Claim that has not yet issued, would infrin ge such Valid Claim if it were to issue ) by the development ( incl uding Development ), manufacture ( including Manufact ure ), use, sale or offer for sale ( including Commercializ ation ), or import of the Product in the Field by Re generon and ( b ) any 26 [COMPANY] Sole Patent Right converted to a [COMPANY] Backgrou nd Patent Right by Regeneron pursuant to Section 12 .1(i )