definiens: shall mean those Patents directed to any device, at least a portion of which is placed within a blood vessel of the body to help maintain the patency of such blood vesse ls, owned, acquired or licensed by J&J in which Robert E. Fischell, Tim A. Fischell and/or David R. Fischell are a named inventor, incl uding, without limitation, those included on Schedule 1L to this Agreement, and all and any continuations, continuations - in - part, divisionals, including any p atents maturing therefrom and any patents of addition, reissues, re- examinations, renewals or extensions thereof, furth er including any Foreign Counterparts of such Patents, consistent with the definition of Patents in Section 1.12 . ” ( c ) Section 2.2 is amended and restated in its entirety to be and read as follows : “ GUIDANT hereby grants to CORDIS an irrevocable, no n - exclusive, worldwide right and license ( without the right to sublicense ) to make, have made, use or sell, or otherwise dispose of Licensed Products under the La m / Lau Patents in all fields, and to practice processes and methods under the Lam / Lau Patents in all fields . The license granted pursuant to this paragraph 2.2 shal l be a paid - up license and any pass - through royalties pay able in respect of past and future Net Sales by COR DIS of Licensed Products ( including Net Sales of the relev ant products that occurred prior to the Effective Date ) shall be payable by GUIDANT . ” ( d ) A new Section 2.9A is added as follows : “ 2.9A Fisch ell Patents . CORDIS hereby grants to GUIDANT an irrevocable, non - exclusive, wo rldwide right and license ( without the right to sublicense ) to make, have mad e, use or sell, or otherwise dispose of Licensed Products under the Fischell Pat ents in all fields, and to practice processes and methods under the Fischell Patents in all fields . The license granted pursuant to this Section 2.9A shall be paid - up as t o J&J. Any pass - through royalties payable with respect to Net Sales by GUIDANT of Lic ensed Products, including future Licensed Products ( i ) after the date of exec ution of this Agreement shall be payable by GUIDANT and ( ii ) prior to the date of ex ecution of this Agreement shall be waived and, if payable, paid by CORDIS . ( CORDIS represents that, unless noted on Schedule 1L, the pass - through royalty rate is [ * * * ] . Payments under this Section 2.9A shall be made by GUIDANT to CORDIS, which shal l then forward such payments as part of its contractual obligations . ” ( e ) The first sentence of Section 2.10 is amended and r estated in its entirety to be and read as follows : “ For purposes of Sections 2.4 abov e, if either CORDIS or GUIDANT believes that its patent is being infringed by any product of the other Party, other than a Current Product, such Party may give noti ce to the other Party . ” ( f ) The third sentence of Section 2.10 is amended and r estated in its entirety to be and read as follows : “ If the arbitrators determine that the disputed Patent is infringed, not invalid and enforceable, the arbitrators may design ate an appropriate supplemental royalty rate [ * * * ] . ” ( g ) The phrase “ ; provided, however, that any royalty r ate in respect of the Lam / Lau Patents determined pursuant to paragraph 2.2 above shall be subject to an increase of up to [ * * * ] over the Maximum Rate, pursuant to the p rovisions of paragraph 2.10 above ” is hereby deleted from Section 2.1 2