definiens: or means, with respect to any Know - How, Material, Patent, Regulatory Data, Regulatory Filings or Regulatory Approvals, the possession ( whether by ownership or license or sublicense ) by a Party of the ability to use or practice such Know - How, Material, Patent, Regulatory Data, Regulatory Filings or Regulatory Approvals to perform the Collaboration Program or otherwise to grant to the other Party a license or access as provided herein to such item, without violating the terms of any agreement or other arrangement with any Third Party or, other than under the Bluebird In - Licenses, being obligated to pay any royalties or other consideration therefor ( ) . For clarity, Bluebird New In - Licenses are not for purposes of this Agreement, unless and only after such Bluebird New In­License is converted into a Bluebird Collaboration In - License pursuant to Sections 4.1(b ) or 4.1 ( d ) and all required payments thereunder have been made by [COMPANY] to Bluebird . For clarity, [COMPANY] In - Licenses are not for purposes of this Agreement, unless and only after the Parties mutually agree to include such [COMPANY] In - License in the Collaboration Program pursuant to Section 4.1 ( c ) . Notwithstanding the foregoing, if on or after the Original Agreement Date and for such time as the other Party agrees to pay and does in fact pay all Additional Payments with respect to such Party 's access or license to such Know - How, Material, Patent, Regulatory Data, Regulatory Filings and Regulatory Approvals ( other than that in - licensed by Bluebird pursuant to a Bluebird In - License ), such Know - How, Material, Patent, Regulatory Data, Regulatory Filings and Regulatory Approvals will be deemed to be included in the definition of