definiens: or means possession of the ability to grant a licens e or sublicense hereunder without violating the terms of any agreement with any Third Party ; provided, however, that if a Party has a right to grant a license or sublicense, with respect to an item of i ntellectual property to the other Party only upon p ayment of compensation ( including milestones or royalties ) to a Third Party ( ) ( in the case of any agreement between [COMPANY] and a Third Party, othe r than costs for Additional [COMPANY] Core IP, Third Pa rty Core IP, Third Party Product IP and Third Party Acquisit ion IP that are allocated to [COMPANY] pursuant to Sect ion 6.11 ), then the first Party will be deemed to have of the relevant item of intellectual property onl y if the other Party agrees to bear the applicable Third Party Compensat ion . Notwithstanding anything to the contrary under this Agreement, with respect to any Third Party acquirer of a Party that becomes an Affiliate of a Party af ter the Effective Date, no intellectual property of such Th ird Party acquirer will be included in the licenses granted hereunder by virtue of such Third Party becoming an Affiliate of such Party