definiens: means, with respect to a Product and any Program Patents, that, inthe absence of ownership of or a license granted under such Program Patents, the manufacture, use, sale, offering for sale or importation of such Productwould infringe an issued patent within such Program Patents or, as to apending application within such Program Patents, the manufacture, use, sale, offering for sale or importation of such Product would infringe such pendingapplication if it were to issue as a patent . ” means a synthetic bacteriophage product or engineeredbacteriophage product that ( a ) is developed by or on behalf of Purchaser or itsAffiliate utilizing bacteriophage from Program Materials that were owned orcontrolled by or in the possession of Seller and/or its Affiliates and included inthe Transferred Assets as of the Closing Date, ( b ) is developed by or on behalfof a counterparty to an Assigned Contract pursuant to the terms of suchAssigned Contract and either utilizes bacteriophage licensed, transferred orotherwise provided to such counterparty pursuant to such Assigned Contractprior to theClosing Date or utilizes bacteriophage from Program Materials that wereowned or controlled by or in the possession of Seller and/or its Affiliates andincluded in the Transferred Assets as of the Closing Date, or ( c ) is Covered bya Valid Claim