definiens: means [COMPANY] Idec Background IP or Sobi Background IPacquired from Third Parties after the Effective Date that did not ( as of the Future Latent BackgroundIP Acquisition Date ) cover a Product in the form it existed ( or in the form as planned in writtendocumentation shared between the Parties ) at the time the applicable Party first entered into anagreement to acquire rights to such Future Latent Background IP ( the ) ; provided, however, that such [COMPANY] Idec Background IP or Sobi Background IPshall only qualify as Future Latent Background IP if the Party Controlling the applicable Future LatentBackground IP notifies the JSC of its rights to such Future Latent Background IP and the paymentsand other material terms of the applicable Third Party agreement ( i ) promptly after such Partybecomes aware of a proposed change that would likely cause such Future Latent Background IP tocover a Product, and ( ii ) prior to the implementation of the changes to the Product that cause suchFuture Latent Background IP to cover a Product