definiens: ( ( defined below ) to obtain a license or right under one or more Third Party Patents Covering ( i ) the current Oral Product ( in existence as of the Effective Date ) or its manufacture, use or sale, or ( ii ) other formulations of the Active Drug Substance to the extent specific to the Active Drug Substance and not generally applicable technology, or the manufacture, use or sale thereof, in each case based on advice from patent counsel of the respective Party ( provided that, if the Parties can not agree, the matter shall be referred to an independent Third Party counsel for final determination of by the procedure of subsection ( d », Co Therix may, if it chooses to seek to obtai : i1a license or right under suchThird Party Patents, reduce the royalties to Asahi hereunder as provided in Section 6.S ( c ) . A license under any Third Party Patents shall be deemed IfNecessary " if the license is reasonably necessary to avoid claims of infringement Confidential Treatment Requested 43 EXECUTION COPY arising from the manufacture, use or sale of Products in the Territo ~--------------~------------~~--~ not to be dismissed on summary judgment . As of the Effective Date, both Parties a ree that the tents and an Patents that arise under an of the Asahi Research Agreements shall be subject to discussion under this Section 6.5 ( a ), a : l!4 may ualif as Necess ( b ) Licensing . In the event that the Parties agree to seek to obtain a license or right under any Third Party Patents, [COMPANY] will make reasonable efforts to obtain such license or right