definiens: or means, with respect to a subject item, the ability of a Person, whether arising byownership, possession or pursuant to a license or sublicense, to grant the licenses or sublicenses to another Person with respect to suchsubject item, as provided in this Agreement, without violating the terms of any agreement or other arrangement with any Third Party, provided that any subject item in - licensed by any [COMPANY] Company or [COMPANY] Company from any Third Party pursuant to a license orsublicense entered into following the Effective Date of this Agreement shall only be deemed by such [COMPANY] Company or LillyCompany if the Party that wishes to use such subject item agrees to reimburse to the relevant in - licensing [COMPANY] Company or LillyCompany [ * * * ] of the payments due by such [COMPANY] Company or [COMPANY] Company towards the Third Party licensor or sublicensor but only tothe extent such payments are due because of such use under this Agreement