definiens: or means, with respect t o any information, material or intellectual propert y right, that a Party owns or has a license to such information, material or intellectual property right, as applica ble, and has the ability to grant to the other Party access to, or 2 a license or sublicense under, such information, ma terial or intellectual property right as provided u nder the terms of this Agreement . Notwithstanding the forego ing, with respect to any Licensed Technology obtain ed by [COMPANY] after the Effective Date, if use of any info rmation, material or intellectual property right by Licensee requires that [COMPANY] pay royalties, milestone payme nts or other consideration to a Third Party, then s uch information, material or intellectual property righ t shall only be deemed to be Controlled by [COMPANY] i f Licensee has agreed to pay its pro rata share of the financi al consideration due to such Third Party