definiens: means any and all Know - How and Patent Riowned b ' XOMA as of the Effective Date rTerm other than t e ro, III partlCU ar, any suc Patent 1ts an now- owovering any Collaboration Target, Progr~ AntibodY'or Collaboration Product, that are necessary for(a ) research related to Collaboration Target(s ) or ( b ) Research and Development, Manufacture orcommercialization of Program Antibody(ies ) or Collaboration Product(s ) . For the avoidance of doubt ; theParties acknowledge that, to the exteot any XOMA Background Technology is covered by a license orother agreement with a Third Party, such XOMA Background Technology shall, for all purposes of thisAgreement, be subject to the limitations, restrictions and financial obligations established in such ThirdParty license or agreement, with [COMPANY] being responsible for payment of the portion of the financialobligations related to this Agreement arising as a result of the Collaboration, subject to Section 7.4.2