definiens: , or means, with respect to any intellectual property, Know - How orConfidential Information, the ability of a Party, itself or through an Affiliate, ( whether through ownership or license(other than a license granted in this Agreement or a Development & Commercialization Agreement, as applicable ) togrant to the other Party and/or its Affiliates, as applicable, the licenses or sublicenses as provided herein, in aDevelopment & Commercialization Agreement, or to otherwise disclose such intellectual property, Know - How orConfidential Information to the other Party without violating the terms of any then - existing agreement with any ThirdParty or misappropriating such Know - How or Confidential Information . Notwithstanding the foregoing, for the purposeof defining whether intellectual property, Know - How or Confidential Information is Controlled by a Party, if suchintellectual property, Know - How or Confidential Information is first acquired, licensed or otherwise made available tosuch Party after the Effective Date, or the effective date of the applicable Development & CommercializationAgreement, as applicable, and if the use, practice or exploitation thereof by or on behalf of the other Party, itsAffiliates or sublicensees would require the first Party to pay any amounts to the Third Party from which the first Partyacquired, 12licensed or otherwise obtained such intellectual property, Know - How or Confidential Information ( ), such intellectual property, Know - How or Confidential Information shall be deemed to be Controlled by thefirst Party only if the other Party agrees to pay ( if necessary ) and does in fact pay all Additional Amounts with respectto such other Party ’s use of or license to such intellectual property, Know - How or Confidential Information