definiens: and its correlative terms, or mean, with respect to any intellectualproperty rights or other intangible property, that a Party or one of its Affiliates or future acquirers ownsor has a license or sublicense to such item or right, and has the ability to grant access, license orsublicense in or to such right ( other than pursuant to this Agreement ) without violating the terms ofany agreement or other arrangement with any Third Party, without incurring any payment obligation(unless the other Party agrees in writing to pay such payment obligation ), and without violating anyapplicable law or regulation, provided that any intellectual property right Controlled by a future acquirerof a Party or its Affiliate shall not be treated as by such Party for purposes of thisAgreement to the extent that such intellectual property right ( i ) is Controlled by such future acquirerimmediately prior to the time such future acquirer qualifies as such, other than pursuant to a licenseor other grant of rights by such Party or its Affiliates or ( ii ) is Controlled by such future acquirer afterthe time such future acquirer qualifies as such, but did not come under the Control of such futureacquirer due to any reference to, access to or use of ( a ) a Party ’s patents, patent applications, knowhow or employees or ( b ) the other Party ’s Confidential Information