definiens: , or means, with respect to a subject item and a Party, the ability of such Party or its Affiliates, whether arising by ownership, possession or pursua nt to a license or sublicense, to grant licenses or subli censes to the other Party with respect to such subj ect item, as provided in this Agreement, without viola ting the terms of any agreement or other arrangemen t with any Third Party, provided that, without prejud ice to Sorrento ’s representations and warranties, w ith respect to the Know - How or Intellectual Property Ri ghts that become Controlled by either Party after the Effective Date, such Know - How or Intellectual P roperty Rights shall be deemed not Controlled if a payment has to be made to a Third Party in consid eration of the grant of a license or sublicense pursuant to this Agreement unless the other Party a grees to make the portion of such payment corresponding to the grant of the license or sublic ense and further provided that, notwithstanding the foregoing clause, Sorrento shall be deemed not to C ontrol any license from *