definiens: or means, wi th respect to any intellectual property right or Kn ow - How of a Party or any of its Affiliates or, as appl icable, Future Acquirer, that the Party or its Affi liates or, as applicable, a Future Acquirer ( a ) owns, has an interest in, or, other than pursuant to this Agr eement, has a license to such intellectual property right o r Know - How and ( b ) has the ability to grant access, a license or a sublicense to such intellectual proper ty right or Know - How to the other Party as provided in this Agreement without violating an agreement with or other rights of any Third Party, provided, howev er, that ( i ) any intellectual property right or Know - Ho w of a Party or any of its Affiliates, which intell ectual property right or Know - How is acquired after the Ef fective Date, may be excluded from the scope of the intellectual property rights and Know - How Controlle d by such Party by written notice to the other Part y if ( A ) the exercise of such intellectual property o r use of such Know - How by the other Party would tri gger a royalty or other payment to a Third Party, ( B ) su ch intellectual property right or Know - How is not t he subject of a license entered into pursuant to Secti on 9.8 and ( C ) following notification of the other Party by such Party, the other Party [ * * ] and ( ii ) any in tellectual property right or Know - How Controlled by a Future Acquirer of Ironwood will be excluded from i ntellectual property Controlled by Ironwood for purposes of this Agreement except to the extent tha t such intellectual property right or Know - How is ( A ) developed, acquired or otherwise Controlled pur suant to or in connection with a license or other agreement with Ironwood, whether owned by Ironwood or such Future Acquirer ( for purposes of this definition, such intellectual property rights and K now - How, the ) as of the effective date of the applicable Change of Control of Ironwood, ( B ) d eveloped or acquired by such Future Acquirer following such Change of Control with the use of th e Ironwood Know - How or any Related IP or ( C ) used in the development, manufacture or commercializatio n of the Licensed Compound or Product by the Future Acquirer