definiens: means, with respect to a Collaboration Product, a ny royalties, license fees, maintenance fees or other monetary payments m ade by a Party or its Affiliates to any Third Party in consideration of a license(s ) un der Patent Rights or Know- How or other intellectual property rights that are owned or Controlled by suc h Third Party, where such license is included in the Therapeutic Development Plan or otherwise determine d by the JSC to be necessary to Develop, Manufacture or Commercialize such Collaboration Pro duct without infringing such Third Party ’s Patent Rights, Know - How or other intellectual property rights, but in all cases, exc luding all monetary payments owed by the Parties or their Affiliates to a Third Party in consideration of such license(s ) to the ex tent such license is under intellectual property rights ( including Patent Rights ) owned or Controlled by a Third Party that were valid and enforceable as of the Eff ective Date and would be infringed or misappropriat ed by either Party ’s use or practice of the [COMPANY] Cor e Technology or the Selecta Core Technology, as it existed a s of the Effective Date, in accordance with the Res earch Licenses or the Collaboration Product Licenses ; provided that any such licenses obtained ( a ) by Selecta or its Affiliates with respect to th e [COMPANY] Core Technology or ( b ) by [COMPANY] or its Affi liates with respect to the Selected Core Technology, shall require approval by the JSC prior to executio n