definiens: shall mean that the applicable Party or its Controlled Affiliate ( i ) solely owns all right, title, and interest in and to Patent Rights Covering a Target reasonably sufficient to exclude all others from the manufacture, and from the sale, in the applicable country of all generally commercially available products to detect and/or quantify such Target, or ( ii ) has a license under Patent Rights Covering a Target of the applicable Approved Product to make, use, sell, offer to sell, and import the Approved Product in the applicable country, which rights are exclusive ( including with respect to the licensor and all third parties ) reasonably sufficient to exclude all others from the manufacture, and from the sale, in the applicable country of all generally commercially available products to detect and/or quantify such Target . Notwithstanding the foregoing, lights retained by a govemment entity, or rights retained by a licensor for non - comm ercial applications, shall not be considered for purposes of determining whether or not the applicable Party or its Controlled Affiliate has Exclusive Control . A Party or its Controlled Affiliate, as applicable, shall be required to have rights to enforce the applicable Patent Rights, however, in order to qualify as having Exclusive Control ; provided that such enforcement rights with respect to Patent Rights licensed from another entity may be backup rights that are triggered only if the licensor ( or others on its behal f ) does not enforce the Patent Rights