definiens: means with respect to any item of Intellectual Property, the possession, whether by ownership or license ( other than pursuant to a license granted under this MOU or the Collaboration Agreement ), by a Party or its Affiliates of the ability to grant to the other Party access and/or a license as provided herein under such item of Intellectual Property without violating the tenns of any agreement or arrangement with any Third Party . The tenns of this MOU are subject to and limited by the provisions of any applicable agreement with Third Party licensors of a Party 's IP, Exclusivity USIDOCS S915902vl EXECUTION COpy PRIVILEGED & CONFIDENTIAL Page 4 of 24 including, as applicable, the MIT Agreement ( as defined in the US­ENOX Agreement ) and the insurance obligations therein ; provided, however, that, if a Party enters into a license with a Third Party licensor for any IP that may be licensed to the other Party hereunder, such Party shall notify the other Party of the restrictions and obligations imposed by such licensor, and, if such other Party does not wish to comply with such restrictions and obligations, such IP shall not be licensed to the other Party hereunder . Neither Party shall amend any such Third Party license agreement existing as of the Execution Date ( including, without limitation, the MIT Agreement and the Agreements ) in a manner that would be inconsistent with this MOU, nor enter into any agreement after the Execution Date that would be inconsistent with this MOU