definiens: means, with respect to any Know - How, Patent, Regu latory Submission, or other Intellectual Property, the possession ( whether by ownership or l icense ) by a Party or its Affiliates of the ability to grant to the other Party access, ownership, a licen se or a sublicense as required herein to such Know - How, Patent, Regulatory Submission, or other Intell ectual Property without violating the terms of any agreement or other arrangement with any Third Party . Notwithstanding the foregoing, except as otherwise provided in Section 8.9 ( Third Party Inte llectual Property ) and subject to Sections 7.3 ( No Other Licenses or Rights ), 8.8.3 ( Third Party Payme nts by [COMPANY] ) and 8.8.4 ( Maximum Payment Adjustments ), with respect to any Know - How, Patent, Regulatory Submission or other Intellectual Property ( a ) that is first acquired or licensed to Morphic after the Effective Date, ( b ) that is not necessary for the performance of the Research Activ ities or the practice of the Morphic Platform and ( c ) that the use, practice or exploitation thereof by or on behalf of [COMPANY], its Affiliates or subli censees would require Morphic to pay any additional amounts to the Third Party from whom Morphic acquired, licensed or otherwise obtained such Know - How, Paten t, Regulatory Submission or other Intellectual Property ( ), then, following [COMPANY] ’s exercise of the Optio n on a Research Program - by - Research Program basis, Morphic will onl y Control such Know - How, Patent, Regulatory Submission or other Intellectual Property for purpo ses of the license granted to [COMPANY] for a Researc h Program under Section 7.2.1 ( Exclusive License Gran t ) if [COMPANY] agrees to pay ( if necessary ) and does in fact pay all Additional Amounts with respect to [COMPANY] ’s use, practice or exploitation of such Kno w - How, Patent, Regulatory Submission or other Intelle ctual Property