definiens: or means possession of the ability to grant a license or sublicense hereunder without violating theterms of any agreement 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 milestonesor royalties ) to a Third Party ( ) ( other than Isis Supported Pass - Through Costs in the case of Isis, and other than [COMPANY] Idec Supported Pass - Through Costs in the case of [COMPANY] Idec ), then the first Party will be deemed tohave of the relevant item of intellectual property only if the other Party agrees to bear the cost of such Third PartyCompensation . Notwithstanding anything to the contrary under this Agreement, with respect to any Third Party that becomesan Affiliate of a Party after the Effective Date ( including a Third Party acquirer ), no intellectual property of such Third Partywill be included in the licenses granted hereunder by virtue of such Third Party becoming an Affiliate of such Party