definiens: or means, with re spect to any ( a ) Know -How or other information or materials, ( b ) compound, or ( c ) intellectual property right, the possession ( whether by license ( other than a license granted under this Agreement ) or ownership ) by a Party of the ability to grant to the ot her Party access or a license, as provided herein, without violating the terms of any agreement with any Third Party existing as of the Effective Date or thereafter during the Term . Notwithstanding the foregoing, for the purpose of defining whether intelle ctual property, Patents, Know -How or Confidential Information is Controlled by a Party, if such intellectual property, Patents, Know -How or Confidential Information is first acquired, licensed or otherwise made available to such Party after the Effective D ate and if the use, practice or exploitation thereof by or on behalf of the other Party, its Affiliates or sublicensees would require the first Party to pay any amounts to the Third Party from which the first Party acquired, licensed or otherwise obtained such intellectual property, Patents, Know -How or Confidential Information ( ), such intellectual property, Patents, Know -How or Confidential Information shall be deemed to be Controlled by the first Party only if the other Party agrees t o pay ( if necessary ) and does in fact pay all Additional Amounts with respect to such other Party ’s use of or license to such intellectual property, Patents, Know -How or Confidential Information to the extent specified in this Agreement