definiens: shall mean, with respect to Intellectual Property ( other than the LicensedTechnology and the Licensed Materials ) developed at HMO in the laboratory of Prof. Reubinoffwithout the use of the Company ’s manpower, resources or Intellectual Property, the possession, as will be determined at any relevant time for the purposes of Sections 6.4 and 7.5 as applicable, by HMO and/or Hadasit of the ability to grant a license or sublicense of such IntellectualProperty without violating the terms of any agreement or arrangement between HMO and / orHadasit and any third party . For the avoidance of doubt, no portion of the Controlled IP shall beconsidered incorporated into, or to form a part of, the Licensed Technology or the LicensedMaterials, unless such Controlled IP is specifically so included in a separate agreement executedby the Parties