definiens: means all issued Patents that both ( 1 ) claim inve ntions invented by [COMPANY] and/or its Affiliate(s ) and / o r its Sublicensee(s ) ( meaning that any of the foreg oing employs or has engaged as a consultant at least one ( 1 ) person who would be a properly named inventor on such Patent ( or its U.S. counterpart, if it is not a U.S . patent ) ) that claim priority to a Patent first fi led after the Pre - Sublicensing Term, and ( 2 ) contain only claims that recite the sequence or make reference to the seque nce of the CDRs or variable regions, or portions thereof ( whet her or not also providing for homology to such sequ ences ), of XmAb5574 and/or * * * Confidential Treatment Requested XmAb5871 and/or any and all indications or applicat ions thereof ; but excluding after a [COMPANY] Chang e of Control all Patents of the acquiror and/or the acqu iring corporate family existing prior to or on the date of such [COMPANY] Change of Control, claiming priority to s uch a Patent existing prior or on such date, or own ed or controlled by such acquirer and/or the acquiring co rporate family independently of [COMPANY] ( for clar ity, in the case where [COMPANY] is merged into another entity, the references here to and mean to refer to and ) . For the avo idance of doubt, all Patents that qualified as Post - Sublic ensing Patents prior to the date of such [COMPANY] Change of Control shall remain part of Post - Sublicensing Pate nts during the Term