definiens: means any agreement betweenAmbrx and a Third Party with respect to one or more Future Third Party Patent(s ) . After the Effective Date, in thecase where [COMPANY] is negotiating a Future Third Party Agreement pursuant to which [COMPANY] would Control a FutureThird Party Patent that is useful to the research, development, making, having made, using, selling, offering for sale, exporting or importing Compounds and/or Products in the Field in the Territory, [COMPANY] shall inform [COMPANY] of the termsand conditions of such Future Third Party Agreement . Unless [COMPANY] agrees in writing to be responsible for and subjectto all of the terms of the Future Third Party Agreement to the extent applicable to the rights ( sub)licensed hereunder toBMS ( including any restrictions of use, obligations required to be undertaken by, or otherwise applicable to, any(sub)license and any payments arising out of the grant or exercise of the sublicensed rights ), [COMPANY] Patents shall notinclude the Future Third Party Patent licensed to or acquired by [COMPANY] pursuant to such Future Third PartyAgreement . In the case where [COMPANY] accepts the ( sub)license of a Future Third Party Patent and such Future ThirdParty Patent is a Necessary Third Party Patent, any payments made by [COMPANY] to [COMPANY] ( or directly to the Third Partylicensor ) with respect to such Future Third Party Patent shall be subject to Section 8.4(c ) . In the case where BMSaccepts the ( sub)license of a Future Third Party Patent and such Future Third Party Patent is not a Necessary ThirdParty Patent, [COMPANY] shall be responsible for any payments arising out of the grant or exercise of the ( sub)licensedrights . For clarity, with respect to Patent rights covering the use or application of the [COMPANY] ReCODE / EuCODETechnology as used or applied to Products or Compounds during the Term that are in - licensed or otherwise acquiredby [COMPANY] from Third Parties after the Effective Date, such Patent rights shall be included in the [COMPANY] Patents andAmbrx shall be responsible for any payment obligations to such Third Parties with respect to such in - licensed oracquired Patent rights