definiens: or means, with respect to any Intellectual Property Right, Information, documents or materials, the pos session, ownership, the ability to use pursuant to a license or sublicense and the ability to license or sublicense to another person, of such Intellectual Property Right, Information, document or materials, by a Par ty or any of its Affiliates ( other than pursuant to this Agreement, the Governing Agreements and/or any othe r license agreement between the Parties ) as provide d in this Agreement without violating an agreement with or other rights of any Third Party ; it being unders tood and agreed that the term will not apply to an y Intellectual Property right for which the licensi ng Party will be required to make any payments to any Third Party in connection with the licenses granted under this Agreement unless, but only if and for such time tha t, the other Party agrees and does promptly pay to the licensing Party all such payments arising out of th e grant of the license to the other Party ( as so mu tually agreed between the Parties in good faith )