definiens: means, with respect to an item of Know - How or a P atent, the ability and authority of a Party or its Affiliates, whether arising by ownership, po ssession, or pursuant to a license or sublicense, t o assign, disclose, grant licenses, sublicenses, or o ther rights to the other Party under or to such ite m of Know - How or such Patent as provided for in this Agr eement, without breaching the terms of any agreement between such Party and any Third Party an d subject to Section 18.2 . Notwithstanding the foregoing, with respect to any Patent or item of Kn ow - How in - licensed or otherwise acquired by Innate after the Effective Date, the exercise or use of wh ich would result in a payment obligation to any Thi rd Party, such Patent or item of Know - How shall be dee med to be Controlled by Innate for purposes of this Agreement only if MedImmune agrees in writing to re imburse all amounts owed to such Third Party as a result 7 of its exercise of such right, license or sublicens e excluding any sums which are payable pursuant to the Third Party Agreements