definiens: or shall mean, with respect to any Patent Rights, Information or other intellectual property rights, the possession by a party of the ability ( whether by ownership, license or other right, other than pursuant to a license granted to such party under this Agreement ) to grant access to, or a license or sublicense of, such Patent Rights, Information or other intellectual property rights without violating the terms of any agreement or other arrangement with any Third Party . Notwithstanding the foregoing, if a party determines in good faith that a particular item of After -Acquired IP may be necessary or useful for the development, manufacture or commercialization of ITO or Product in the other party ’s Territory, such party shall promptly provide to the oth er party a reasonable description of such After -Acquired IP and shall disclose to the other party in writing such party ’s royalty and/or milestone payment obligations to the applicable Third Party with respect to such item of After -Acquired IP . At the othe r party ’s written request made within [ … * * * … ] of the first party ’s provision of such description and disclosure of payment obligations to the other party, the parties shall discuss in good faith the possibility of including such item of After -Acquired IP i n the technology ( i.e., [COMPANY] Technology or [COMPANY] Technology ) licensed to the other party hereunder ; provided, however, that such item of After -Acquired IP shall be deemed to be within the of the first party for purposes of this Agreement only upon the other party ’s written agreement to pay all royalties and milestone payments arising under the agreement with the Third Party as a result of the other party ’s development, manufacture or commercialization of Products