definiens: or means possession of the ability to grant a license or sublicense hereunder without violatingthe terms of any agreement with any Third Party ; provided, however, that if a Party has a right to grant a license orsublicense, 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 Isis Supported Pass - Through Costs in the case of Isis, and other than [COMPANY] Supported Pass - Through Costs in the case of [COMPANY] ), thenthe first Party will be deemed to have of the relevant item of intellectual property only if the other Partyagrees to bear the cost of such Third Party Compensation unless the first Party is obliged to pay such costs underthis Agreement . Notwithstanding anything to the contrary under this Agreement, with respect to any Third Party thatbecomes an Affiliate of a Party after the Effective Date ( including a Third Party acquirer ), no intellectual property ofsuch Third Party owned or controlled by such Third Party immediately prior to the date such Third Party becoming anAffiliate of a Party hereunder will be included in the licenses granted hereunder by virtue of such Third Party becomingan Affiliate of such Party