definiens: or means, with respect to any ( a ) item of information, including Know - How, or ( b ) anyother intellectual property right, the possession ( whether by ownership interest or license, other than pursuant to thisAgreement ) by a Party of the ability to grant to the other Party access to or a license under such item or right, as providedherein, without violating the terms of any agreement or other arrangements with any Third Party ; provided that any itemof information or other intellectual property right that is licensed or acquired by a Party after the Effective Date and thatwould otherwise be considered to be under the Control of a Party shall not be deemed to be under the Control of suchParty if the application of such definition in the context of any licenses or sublicenses granted to the other Party underthis Agreement would require the granting Party to make any additional payments or royalties to a Third Party inconnection with such license or sublicense grants, unless the other Party agrees to pay all such additional payments orroyalties due to such Third Party