definiens: or means possession of the ability to grant a license or sublicense hereunder without violatingthe terms of any agreement with any Third Party ; provided, however, that if a Party has a right to grant a license orsublicense, with respect to an item of intellectual property to the other Party only upon payment of compensation(including milestones or royalties ) to a Third Party ( ) ( other than Isis Supported Pass - Through Costs in the case of Isis, and other than JBI Supported Pass - Through Costs in the case of JBI ), then thefirst Party will be deemed to have of the relevant item of intellectual property only if the other Party agrees tobear the cost of such Third Party Compensation . Notwithstanding anything to the contrary under this Agreement, withrespect to any Third Party that becomes an Affiliate of a Party after the Effective Date ( including a Third Partyacquirer ), no intellectual property of such Third Party will be included in the licenses granted hereunder by virtue ofsuch Third Party becoming an Affiliate of such Party