definiens: , or means with respect to any Patent Rights, Know - How or otherintellectual property assets or rights, as applicable, the ownership or license ( other than pursuant to a licenseunder this Agreement ) ; or the ability of a Party to grant access to, or a license or sublicense of, such item orright as provided for herein, in each case without violating the terms of, or exceeding the rights or licensesgranted under, any agreement or other arrangement with any Third Party existing at the time such Party wouldbe required hereunder to grant the other Party such access or license or sublicense . For the avoidance ofdoubt, it is acknowledged and agreed that the following Patent Rights, Know - How or other intellectual propertyassets or rights of [COMPANY] are not deemed to be Controlled by [COMPANY] for the purposes of this Agreement:(i ) any Patent Rights that, at the Effective Date or at any time during the Term of this Agreement, areco - owned by [COMPANY] and any Third Party Partner of [COMPANY] ; ( ii ) any Know - How that prior to the Effective Date, on the Effective Date or at any time during the Term of this Agreement is transferred to [COMPANY] or otherwisemade available to [COMPANY] by a Third Party Partner of [COMPANY] ; ( iii ) any Know - How that prior to the Effective Datehas been generated or otherwise arisen out of any collaboration or partnership of [COMPANY] with a Third PartyPartner of [COMPANY] ; ( iv ) any Know - How that during the Term of this Agreement is generated or otherwise arisesout of any collaboration or partnership of [COMPANY] with a Third Party Partner of [COMPANY] ; ( v ) any confidentialinformation of a Third Party Partner of [COMPANY] that prior to the Effective Date, on the Effective Date or at anytime during the Term of this Agreement is disclosed to [COMPANY] or that [COMPANY] becomes aware of in any othermanner, in each case ( i through v, above ) to the extent that disclosure or license by [COMPANY] of such PatentRights, Know - How or other confidential information is prohibited by an agreement with such Third Party