definiens: shall mean a Patent Controlled by a Third Party w hich contains a claim that covers ( as determined by a final, unappealable determination by a court of law ) or arguably covers ( as mutually agreed by the Par ties ) a Licensed Product ( as defined in parts ( a ) and ( b ) o f Section 1.16 ), the formulation of such a Licensed Product ( as defined in parts ( a ) and ( b ) of Section 1.16 ), a me thod or process for the manufacture of such a Licen sed Product ( as defined in parts ( a ) and ( b ) of Section 1.16 ) o r a method of use or administration of such a Licen sed Product ( as defined in parts ( a ) and ( b ) of Section 1.16 ) i n the country of development, manufacture, use or s ale of the Licensed Product as the case may be . [COMPANY] shall bring to the attention of [COMPANY] any Patent which it believes is a Relevant Third Party Patent . The Part ies agree to meet, within [ * * * ] days after such not ification, along with their patent counsel under the appropria te confidentiality obligations, including if necess ary the execution of a joint defense agreement to discuss i n good faith the basis of the determination that su ch Patent is a Relevant Third Party Patent . During such meeting th e Parties agree to discuss such facts, findings, co nclusions, opinions and other information as the Parties deem relevant . At the end of such discussions, ( i ) if the Parties, acting reasonably, agree such Paten t is a Relevant Third Party Patent, and [COMPANY] ag rees to a maximum royalty rate that may be paid to the o wner of the Relevant Third Party Patent under a license agreement for such Relevant Third Party Pat ent, then [COMPANY] will be entitled to deduct from the future royalties payable to [COMPANY] [ * * * ] of a ny royalties paid to such Third Party for a license under such Relevant Third Party Patent provided tha t such royalties due do not exceed the maximum royalty rate agreed to by [COMPANY] and [COMPANY] ; ( ii ) if the Parties, acting reasonably, agree such Paten t is a Relevant Third Party Patent, but, acting reasonably, are unable to reach agreement on a maxi mum royalty rate that may be paid to the owner of the Relevant Third Party Patent under a license agr eement for such Relevant Third Party Patent, then [COMPANY] will be entitled to deduct from the future royalties * * * Certain information on this page has been omitted a nd filed separately with the Securities and Exchang e Commission . Confidential treatment has been request ed with respect to the omitted portions