definiens: shall mean all rights in any invention ( whether or not patentable ) that satisfies both of the following conditions : ( 1 ) the invention is owned by LSU, or is subject to an obligation of assignment to LSU ; and ( 2 ) the invention is first actually reduced to practice in the course of a research project that is funded by Licensee under Article ill, Paragraph ( E ), where the first actual reduction to practice occurs at a time when Licensee 's financial obligations to LSU under this Agreement are current . shall also include all rights in any computer software ( whether or not patentable ) that satisfies both of the following conditions : ( 1 ) the software is owned by LSU, or is subject to an obligation of assignment to LSU ; and ( 2 ) the software is first fixed in a tangible medium of expression in the course of a research project that is funded by Licensee under Article III, Paragraph ( E ), at a time when Licensee 's financial obligations to LSU under this Agreement are current . If LSU is a co - owner of rights in an invention or in certain software under circumstances where LSD 's part - interest in that invention or software, if considered alone, would otherwise satisfY this definition of then LSD 's part - interest in that invention or software shall be treated as ARTICLE II . LICENSE GRANT A. Scope of License . Subject to the terms and conditions of this Agreement, LSU grants to Licensee, and Licensee accepts from LSU, an exclusive license under Licensed Patents to make, use, offer to sell, sell, and import Licensed Products in each Patent Country . At Licensee 's request the license granted to Licensee includes a license under Licensed Patents to create derivatives of Licensed Products ( to the extent that LSU has the right to grant a license to create derivatives ) . Subject to the terms and conditions of this Agreement, LSU wants and Licensee accepts an exclusive license of all LSD 's rights in Licensed Patents . If applicable, this license is subject to certain rights that the United States Government may have in Licensed Patents pursuant to 35 U.S.C. § § 200 - 212 . Licensee shall have the right to grant sublicensees, as provided in greater detail in Paragraphs 2.2 and 2.2.1 of the Supplemental Terms