definiens: or means, with respect to any ( a ) Know - How or otherinformation or materials, ( b ) any compounds, or ( c ) intellectual property right, the possession(whether by license ( other than a license granted under this Agreement ) or ownership ) by a Partyof the ability to grant to the other Party access and/or a license, as provided herein, withoutviolating the terms of any agreement with any Third Party existing as of the Effective Date orthereafter during the Term . Notwithstanding the foregoing, for the purpose of defining whetherintellectual property, Patents, Know - How or Confidential Information is Controlled by a Party, ifsuch intellectual property, Patents, Know - How or Confidential Information is first acquired, licensed or otherwise made available to such Party after the Effective Date, or the effective dateof the applicable Development & Commercialization Agreement, as applicable, and if the use, practice or exploitation thereof by or on behalf of the other Party, its Affiliates or sublicenseeswould require the first Party to pay any amounts to the Third Party from which the first Partyacquired, licensed or otherwise obtained such intellectual property, Patents, Know - How orConfidential Information ( ), such intellectual property, Patents, Know - How orConfidential Information shall be deemed to be Controlled by the first Party only if the other Partyagrees to pay ( if necessary ) and does in fact pay all Additional Amounts with respect to suchother Party ’s use of or license to such intellectual property, Patents, Know - How or ConfidentialInformation to the extent specified in this Agreement or the applicable Development & Commercialization Agreement