definiens: means, with respect to a particular XOMA Out- Licensing Agreement, the period commencing on the effective d ate of such XOMA Out- Licensing Agreement and ending upon : ( a ) with respect to payments under such XOMA Out - Licensing Agreement based on sales of a specific Product in a specific country, the later of ( i ) the expiration of the last - to - expire Valid Claim of a [ * ] in such country that claims [ * ] such Product ( or [ * ] contained ther ein ) ; ( ii ) [ * ] years after the First Commercial Sale of such Produ ct in such country ; and ( iii ) the expiration of all Re gulatory Exclusivities for such Product in such country ; and ( b ) with respect to all other payments under such XOMA Out - Licensing Agreement, the expiration of the last - to - expire Valid Claim of a [ * ] ( sub)licensed t o the applicable XOMA Partner pursuant to such XOMA Out -Licensing Agreement that claims [ * ] a Product ( or [ * ] )