definiens: means, with respect to any Know - How, Patent Right or other intellectual property right, possession by aParty, directly or through an Affiliate controlled by such Party ( whether by ownership or license ( other than pursuant to thisAgreement ) ) of the ability to grant a license or sublicense as provided for herein without violating the terms of any pre - existing written agreement with any Third Party . Any Patent, Know - How or other intellectual property right that is licensed oracquired by a Party following the Effective Date and that would otherwise be considered to be under the Control of a Partyshall not be deemed to be under the Control of such Party if the application of such definition in the context of any licensesor sublicenses granted to the other Party under this Agreement would require the granting Party to make any additionalpayments or royalties to a Third Party in connection with such license or sublicense grants, unless the other Party agrees topay the additional payments or royalties to the Third Party