definiens: shall mean all Patents and Information [COMPANY] Cont rols on the Effective Date or during the Term, which are necess ary to develop, have developed, make, have made, us e, sell, have sold, offer for sale and import Active Compoun ds and Products in the Field and in the Territory . As used in this Section 1.4, shall mean, with respec t to any Patents, Information or other intellectual property right, possession by [COMPANY] or its Affiliates, of the abili ty ( whether by ownership, license, or otherwise, an d without regard to the rights granted under this Agreement ), to gra nt access, a license, or a sublicense to such Paten ts, Information or other intellectual property right without violat ing the terms of any agreement with any Third Party as of the time such access and without incurring any payment obligation ( unless the Mirati agrees to pay such pa yment obligation ), license or sublicense is granted to Mi rati hereunder