definiens: means any agreement entered into by [COMPANY], any of its Affiliates or any Sublicensee with a Third Party, as applicable depending upon whether [COMPANY], its Affiliate or Sublicensee is the entity that will be paying royalties on Net Sales of the relevant Licensed Product(s ), or any amendment or supplement thereto, in each case after the Effective Date, whereby royalties, fees or other payments are to be made by [COMPANY], its Affiliates or any Sublicensee ( as applicable ) to such Third Party in connection with the grant of license rights under Intellectual Property that covers or claims either the composition of matter, manufacture or the method of use of any vector or Licensed Gene Targe t or Licensed Gene Target regulatory element for the relevant Licensed Product in the Field of Use that is Controlled by such Third Party, which rights [COMPANY] or its Affiliates or Sublicensee, as applicable, reasonably determine are necessary to manufactur e, have made, import, export, use, sell, offer for sale or otherwise commercialize the Licensed Product in the Field of Use