definiens: or means, with respect to any intellectual property right or Know - How of a Party orany of its Affiliates or, as applicable, Future Acquirer, that the Party or its Affiliates or, as applicable, a FutureAcquirer ( a ) owns, has an interest in, or, other than pursuant to this Agreement, has a license to such intellectualproperty right or Know - How and ( b ) has the ability to grant access, a license or a sublicense to such intellectualproperty right or Know - How to the other Party as provided in this Agreement without violating an agreement with orother rights of any Third Party, provided, however, that ( i ) any intellectual property right or Know - How of a Party orany of its Affiliates, which intellectual property right or Know - How is acquired after the Effective Date, may beexcluded from the scope of the intellectual property rights and Know - How Controlled by such Party by written noticeto the other Party if ( A ) the exercise of such intellectual property or use of such Know - How by the other Party wouldtrigger a royalty or other payment to a Third Party, ( B ) such intellectual property right or Know - How is not thesubject of a license entered into pursuant to Section 7.8 and ( C ) following notification of the other Party by suchParty, the other Party [ * * ] and ( ii ) any intellectual property right or Know - How Controlled by a Future Acquirer ofIronwood will be excluded from intellectual property Controlled by Ironwood for purposes of this Agreement exceptto the extent that such intellectual property right or Know - How is ( A ) developed, acquired or otherwise Controlledpursuant to or in connection with a license or other agreement with Ironwood, whether owned by Ironwood or suchFuture Acquirer ( for purposes of this definition, such intellectual property rights and Know - How, the ) asof the effective date of the applicable Change of Control of Ironwood, ( B ) developed or acquired by such FutureAcquirer following such Change of Control with the use of the Ironwood Know - How or any Related IP or ( C ) used inthe development, manufacture or commercialization of the Licensed Compound or Product by the Future Acquirer