definiens: means any Patent ( other than a Joint Patent ) that ( a ) claims the Product or the API or themanufacture or use in the Field of the Product or the API and ( b ) is Controlled by [COMPANY] or its Affiliates during theTerm and claims an invention arising from a Shared Study ( including any Incremental Study that becomes an AdditionalStudy upon [COMPANY] ’ exercise of the Opt - In Right under Section 4.4(c)(v ) ) ; provided, the use of in this definition shallexclude any Third Party that becomes an Affiliate of [COMPANY] after the Original Effective Date due to a Change ofControl of [COMPANY], except to the extent such Third Party ’s Patents are Controlled by [COMPANY] ( or its Acquiror ) orany of its other Affiliates and are necessary for the Development or Commercialization of the Product and are utilized inrespect of the Product or the API in the Licensed Territory ; and provided further that excludes anyPatent that claims an invention arising from any Incremental Study ( with respect to which [COMPANY] does not exercise its Opt - InRight under Section 4.4(c)(v ) ) or Investigator - Sponsored Study