definiens: and means : ( a ) with respect to any Intellectual Property, p ossession by a Party or its Affiliates of the right ( other than pursuant to a license granted under this Agree ment ), whether directly or indirectly, to grant rig hts, or to grant a license or a sublicense under, such Intelle ctual Property as provided for herein ; and ( b ) with respect to any documents, tools or othe r tangible materials ( including Compounds and Analogs ), the ability of a Party or its Affiliates to provide the other Party, with or with access to or rights to such documents, tools or other tangible materials as pro vided for herein ; each of the foregoing ( a ) and ( b ), without violating the terms of any agreement with, or right s of, a Third Party . For clarity, if a Party or its Affiliates can only grant a license or sublicense, or provide acce ss or rights of limited scope, for a specific purpo se or under certain conditions ( including as a result of any En cumbrances ), or shall be con strued to so limit such license, sublicense, provision of rig hts or access ( as applicable ) . Notwithstanding anyt hing to the contrary herein, Persons that are not Affiliates of [COMPANY] as of the Effective Date shall not be Affil iates for purposes of this definition and Intellectual Proper ty, documents, tools, and other tangible materials for which rights are acquired from a Third Party by [COMPANY] or its Affiliates after the Effective Date shall not be by [COMPANY] or its Affiliates for purposes of this Ag reement