definiens: shall mean, with respect to a Product sold by [COMPANY] or its Affiliate or Sublicensee in a country of the [COMPANY] Territory, a license under Patent Rights of a Third Party that are reasonably necessary for the manufacture, use or sale of such Product in such country ; provided, however, that if such Product is manufactured ( a ) by [COMPANY] or its Affiliate or Sublicensee or ( b ) by an [COMPANY] CMO on behalf of [COMPANY] or its Affiliate or Sublicensee, then, for purposes of Section 5.6, the term shall apply only to Patent Rights of a Third Party that are reas onably necessary for the manufacture, use or sale of the ITO contained in such Product and shall exclude Patent Rights of a Third Party that cover such Product in the formulation manufactured by [COMPANY], its Affiliate or Sublicensee, or the [COMPANY] CMO, but that do not cover the ITO contained therein