definiens: means, with respect to a party or i ts Affiliate, any know - how, patent right or other intellectual property right that such party or affi liate, as the case may be, owns or has a license to and has the ability to grant to the other party a license or sublicense to, or a right of access with respect to, such kno w - how, patent right or other intellectual property right, without violating the terms of any agreement or other arra ngements with any Third Party or incurring any additional payment obligations to a Third Party . Notwithstanding the foregoing, no know - how, patent right or other intellectual pro perty right will be by either party he reunder if such know - how, patent right or other intellectual p roperty right is owned or in - licensed by a Third Pa rty that becomes an Affiliate of such Party after the Second Amendment Effective Date as a result of such party being acquired by such Third Party, whether by merger, st ock purchase, or purchase of assets and prior to th e date of such transaction and neither such party nor any of its Affiliates had any rights to any such know - how, patent right or other intellectual property right . However, any such know - how, patent right or other intellectual p roperty right that is owned or in - licensed by such an acquiring T hird Party and that is used by such acquiring Third Party ( or acquired party ) following the date of such transact ion in connection with the development, manufacture, or commercialization of the Compound or any Product wi ll be by such Third Party ( as an Affil iate ) or acquired Party for purposes of this Agreement