definiens: means, with respect to any k now - how, Patent or other intellectual property right, posses sion of the right, whether directly or indirectly, and whether by ownership, l icense or otherwise, to assign, or grant a license, sublicense or other rig ht to or under, such know - how, Patent, or right as provided for herein withou t violating the terms of any agreement or other arrangements with any Third Party, provided, that if the assignment or license of such know - how, Pate nt or other intellectual property right would trigger a royalty or other pay ment to a Third Party or would require compliance with any provision of any license between VERTEX and a Third Party, VERTEX will so notify TRE Ktx and such know - how, Patent or other intellectual property rig ht will only be deemed Controlled if, following receipt of such notice, TR EKtx agrees in writing to reimburse VERTEX for all such payments to such Thir d Party and to comply with any such provision