definiens: , or means, with respect to any intellectual property right or Know - How, possession of the right ( whether through ownership or license ( other than by operation of this Agreement ) or control(as defined in Section 1.1 ) over an Affiliate with such right ) to grant the licenses or sublicenses under such intellectualproperty right or Know - How as provided herein without violating the terms of any agreement or other arrangement withany Third Party . Notwithstanding the foregoing, intellectual property rights or Know - How of a Party that is licensed orotherwise acquired from a Third Party after the Prior Agreement Effective Date and would otherwise be considered tobe under the Control of a Party shall not be deemed to be under the Control of such Party if the application of suchdefinition in the context of any license grants or sublicenses under this Agreement would require the granting Party tomake additional payments or royalties to a Third Party in connection with such license or sublicense grants, unlessthe other Party agrees to pay the additional payments or royalties to the Third Party ( but subject to Section 6.4.4(b ) )