definiens: or shall mean, with respect to any ( a ) Know - How or other information or materials or ( b ) otherintellectual property right, the possession ( whether by license, other than a license granted under this Agreement, orownership ) by a Party of the ability to grant to the other Party access and/or a license as provided herein withoutviolating the terms of any agreement with any Third Party existing as of the Effective Date or thereafter during the termof this Agreement ; provided, however, that any Know - How or Patent Rights licensed or acquired by [COMPANY] after theEffective Date pursuant to an agreement with a Third Party shall only be deemed to be Controlled by [COMPANY] if, andafter, [COMPANY] agrees in writing ( subject to [COMPANY] summarizing in writing to [COMPANY] the material burdens and obligationsunder such agreement ) that such subsequent Third Party agreement shall be deemed a Listed [COMPANY] Third Party-7- Agreement and the Third Party counterparty(ies ) to such agreement shall be deemed Listed Counterparties, in whichcase Schedules A, B and E shall be amended accordingly