definiens: shall mean, to the exte nt [COMPANY] is free to grant rights therein and it is necessary and useful for t he conduct of the Research Program or the development, manufacture or sale of Product, all patents, both foreign and domestic, including without limitation, all substitutions, extensions, reissues, renewals and inventors certif icates, ( a ) issued as of the Effective Date an d ( b ) issuing from applications ( includi ng provisionals, divisionals, continuations and continuations - in - part ) arising out of the above patents or otherwise in existence as of the Effective Date, which applications relate to the Research Prog ram or Product and which [COMPANY] owns, controls or has a license to ( wi th right to sublicense ) on the Effective Date . In each case, such patents and applications shall include only those that have not been held invalid, unenfor ceable or unpatentable by a final decision, un - appealed to a court or other app ropriate body of competent jurisdiction