definiens: or means with respect to any Patent Rights or Know - How, the possession by a Party ( or its Affiliates, as the case may be ) of the ability to grant a license or sublicense of suc h Patent Rights or Know - How as provided for herein without violatin g the terms of any agreements which become effectiv e after the Amendment Date between such Party ( or its Affiliates ) and any Third Party ; provided, that Pa tent Rights and Know - How of an acquirer of a Party or it s Affiliates in existence prior to the acquisition date, or developed after the acquisition date solely by such acquirer without use of or reference to such Party ’s preexisting materials or proprietary know - how, shal l not be deemed to be by such Party or Affiliate . ” 2 . Section 2.1.1 . Section 2.1.1 of the License Agre ement is hereby amended and restated in its entiret y as follows : “ Grant of License . Subject to the terms and conditions of this Agree ment, each of [COMPANY] and Parent, on behalf of themselves and their Affiliates, hereby g rants to Licensee an exclusive ( even as to [COMPANY] and Parent and their respective Affiliates ), royalty - bearing, non - transferable ( except in accordance with Section 12.3 ) license, including the right to grant sublicenses ( only in accordance with Section 2.1.2 ), under the L icensed Intellectual Property, including [COMPANY] ’s and Pare nt ’s and their respective Affiliates ’ interest in t he Joint IP, to research, develop, manufacture, commercialize, make, have made, use, offer for sale, sell, and import Licensed Products, in the Territory, for any and all uses wi thin the Field ( ) . All rights no t expressly granted herein are reserved by [COMPANY], Parent and their respective Affiliates, and no other licenses are granted herein, by implication, estoppel or otherwise . Duri ng the Term, neither [COMPANY], Parent, nor any of th eir respective Affiliates will enter into any agreement or otherwise license, grant, assign, transfer, con vey or otherwise encumber or dispose any right, title or i nterest in or to any of the Licensed Intellectual P roperty, which agreement, license, grant, assignment, transfer, co nveyance, encumbrance or disposition would conflict with the rights granted to Licensee hereunder . ” 3