definiens: shall mean an agreement that ( a ) is entered into after the Effective Date by [COMPANY] and a Third Party who is engaged in the business of discovering, developing, manufacturing, marketing or selling of Prescription Products or Medical Diagnosis Products and ( b ) grants the Third Party a license to use the HAP Database, the HAP Markers or the DecoGen Informatics System ( the ) in a field of use that includes the development, manufacturing, marketing and selling of Consumer Products and one or more of Prescription Products or Medical Diagnosis Products, provided, however, that ( i ) [COMPANY] reasonably believes the Third Party intends to use the Licensed Technology to discover, develop, manufacture, market or sell a Prescription Product or a Medical Diagnosis Product, and ( ii ) if the Third Party seeks to partner with [COMPANY] or an Affiliate of [COMPANY] to develop, manufacture, market or sell a Consumer Product, then [COMPANY] will not agree to be such a partner unless the Third Party agrees that [COMPANY] may use Sciona as [COMPANY] 's exclusive partner for Consumer Products ( and, for the avoidance of doubt, Sciona shall have the right to require [COMPANY] to so partner with Sciona on an exclusive basis ) . For the avoidance of doubt, any such partnering arrangement will be subject to Sciona 's and [COMPANY] 's rights and obligations under Section 2.4, Section 2.5 and Article 3 of this Agreement