definiens: means, with respect to any item of IP, the possession ( whether by ownership or license, other than a license granted by one Party to the other pursuant to this Agreem ent ), by a Party ( or its Affiliates ) of the ability to grant to the other Party an assignment, exclusivity, access, a license or a sublicense ( as applicable ), or a covenant, or to extend other rights as provided in this Agreement, to such IP, without viola ting the terms of any agreement or other arrangements with any Affiliate or Third Party existing at the time such Party ( or its Affiliates ) would be first required to grant any such assignment, exclusivity, access, license, sublicense, covenant, or any oth er right under this Agreement . For clarity, in the event an item of IP is by a Party as of the Original Effective Date or thereafter during the term of the Original Agreement and/or the Term, and is subsequently transferred to an Affiliate of such Party or a Third Party, such item shall continue to be covered by the licenses granted under this Agreement following such transfer ( to the same extent, if any, that it was covered prior to such transfer )