definiens: or means, with respect to any Know - How, Material or Patent, the possession ( whether byownership or license or sublicense ) by a Party of the ability to use or practice such Know - How, Material, Patent, RegulatoryData, Regulatory Filings or Regulatory Approvals to perform the Collaboration Program or otherwise to grant to the otherParty a license or access as provided herein to such item, without violating the terms of any agreement or other arrangementwith any Third Party or, other than under the Bluebird In - Licenses, being obligated to pay any royalties or other considerationtherefor ( ) . For clarity, Bluebird New In - Licenses are not for purposes of this Agreement, unless and only after such Bluebird New In - License is converted into a Bluebird Collaboration In - License pursuant toSections 4.1(b ) or 4.1(d ) and all required payments thereunder have been made by [COMPANY] to Bluebird . For clarity, CelgeneIn - Licenses are not for purposes of this Agreement, unless and only after the Parties mutually agree to includesuch [COMPANY] In - License in the Collaboration Program pursuant to Section 4.1(c ) . Notwithstanding the foregoing, if on or afterthe Effective Date and for such time as the other Party agrees to pay and does in fact pay all 3CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED