definiens: or means, with respect to any Party ’s Patents, Know - How, technology or information, the possession by such Party or its Affiliates of the right, whether directly or indirectly, and whether by ownership, license or otherwise, to assign, or grant a license, sublicense, right of reference orother right to or under, such Patent, Know - How, technology or information, without violating the terms of anyagreement with any other Person and without requiring the consent of any other 4Person . Notwithstanding the foregoing, for the purpose of determining whether any Patent or Know - How isControlled by a Party, if such Patent or Know - How is first acquired, licensed or otherwise made available to suchParty after the Effective Date 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 firstParty acquired, licensed or otherwise obtained such Patent or Know - How ( ), such Patent orKnow - How shall be deemed to be Controlled by the first Party only if the other Party agrees to pay ( if necessary)and does in fact pay all Additional Amounts with respect to such other Party ’s use of or license to such Patent orKnow - How . Prior to using such Patent or Know - How in connection with this Agreement in any manner that wouldresult in any obligation to pay Additional Amounts, the first Party shall notify the other Party that AdditionalAmounts will apply to such other Party ’s use of or license to such Patent or Know - How . If the first Party fails toprovide such prior notification, the first Party shall still be deemed to Control the applicable Patents and Know - How for the purposes of the licenses granted under this Agreement and such first Party shall remain solelyresponsible for the payment of Additional Amounts in respect of the other Party ’s use of or license to suchPatent or Know - How as contemplated by this Agreement . Notwithstanding anything in this Agreement to thecontrary, a Party and its Affiliates will be deemed to not Control any Patent or Know - How that is owned orcontrolled by a Third Party described in the definition of or such Third Party ’s Affiliates ( otherthan an Affiliate of such Party prior to the Change of Control ), ( a ) prior to the closing of such Change of Control, or ( b ) after such Change of Control, except to the extent that such Patent or Know - How ( i ) is developed orconceived by such Third Party or its Affiliates ( other than such Party or its Affiliates prior to a Change of Control)after such Change of Control and arises out of access by such Third Party or its Affiliates to Patents or Know - How Controlled by such Party or its Affiliates prior to the Change of Control or ( ii ) is used in the performance ofthe Collaboration Plan or incorporated into any Licensed Product . For purposes of this definition, Incept or itsAffiliates shall not be considered to be a Third Party