definiens: means any patents and patent applications ( other than, and filed subsequent to, the Applications listed in Exhibit A ) ( a ) owned and Controlled solely by Hematech LLC, Aurox LLC, or [COMPANY] SD or co - owned by Hematech LLC, Aurox LLC, or [COMPANY] SD with any Third Party, so long as the Third Party co - ownership agreement does not prohibit Hematech LLC, Aurox LLC, or [COMPANY] SD from granting such rights as contemplated herein ; provided, however, that Hematech LLC, Aurox LLC, and [COMPANY] SD agree not to enter into any Third Party co - ownership agreements for the purpose of prohibiting them from granting such rights as contemplated herein, ( b ) ( i ) relating to the specification or claims of the Patent Rights, which are ( ii ) useful, necessary or required to develop or manufacture Licensed Products or to provide Licensed Services within the Exclusive ACT Field, and ( c ) the claims of which cover subject matter that could not be practiced without infringing the Patent Rights, together in each case with all related continuation, continuations - in - part, divisional, reissue, renewal, extension, { W055566 \.l } 2 substitution and reexamination patents and patent applications, and all corresponding foreign or other counterpart patents and patent applications