definiens: , or means possession of the ability to grant a license or sublicense hereunder without violating the terms of any agreem ent 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 intellectual property to the other Party only upon payment of compensation ( including milestones or royalties ) to a Third Party ( ) ( other than [COMPANY] Supported Pass - Through Costs in t he case of [COMPANY], and other than [COMPANY] Supported Pa ss - Through Costs in the case of [COMPANY] ), then the first Party w ill be deemed to have of the relevant item of intellectual property only if the other Party agrees to bear the cost of such Third Party Compensation . Notwithstan ding anything to the contrary under this Agreement, with respect to any Third Party that becomes an Affilia te of a Party after the Effective Date ( including a Third Party a cquirer ), no intellectual property of such Third Pa rty will be included in the licenses granted hereunder by virtu e of such Third Party becoming an Affiliate of such Party