definiens: shall mean the IPR in the Collaboration Field comprised of the Patents identified and listed in the annexed Sc hedule 1.1.7 . In addition, if NN shall determine or IPH shall notify and demonstrate at any time during the Term that other or additional IPR ( other than Collaborat ion IPR ) Controlled by NN or its Affiliates as of the date of this Agreement and the date of such determination or notification is necessary for IPH ’s development or commercialization of a Niche Candidate, Licensed Candidate, or Residual Product authorized for IPH ’s development and commercialization under the terms o f this Agreement, then ( a ) such IPR shall be included in the Background NN IPR ( effective as of the date of such determination ), and ( b ) Schedule 1.1.7 shall be updated accordingly, and ( c ) neither Party shall have, with respect to such IPR, any liability or obligation to the other during, arising out of, or relating to th e period prior to the date of such determination . Should the Parties fail to agree wit h respect to such determination or demonstration, the matter shall be decided in accor dance with Section 21.14