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 ( ) ( other than [COMPANY] Supported Pass - Through Costs in the case of [COMPANY], and other than [COMPANY] Supported Pass - Through Costs in the case of [COMPANY] ), then the first Party will be deeme d to have of the relevant item of intellectual property only if the other Party agrees to bear the applicab le Third Party Compensation . Notwithstanding anythi ng to the contrary under this Agreement, with respect to any Third Party acquirer of a Party that becomes an Aff iliate of a Party after the Effective Date, no intellectual pro perty of such Third Party acquirer will be included in the licenses granted hereunder by virtue of such Third Party bec oming an Affiliate of such Party