definiens: or means possession of the ability to grant a license or sublicense hereunder without violatingthe terms of any agreement with any Third Party ; provided, however, that if a Party has a right to grant a license orsublicense, with respect to an item of intellectual property to the other Party only upon payment of compensation(including milestones or royalties ) to a Third Party ( ) ( other than [COMPANY] Supported Pass - Through Costs in the case of [COMPANY], and other than [COMPANY] Supported Pass - Through Costs in the case of Biogen),then the first Party will be deemed to have of the relevant item of intellectual property only if the other Partyagrees to bear the cost of such Third Party Compensation . Notwithstanding anything to the contrary under thisAgreement, with respect to any Third Party that becomes an Affiliate of a Party after the Effective Date ( including aThird Party acquirer ), no intellectual property of such Third Party will be included in the licenses granted hereunder byvirtue of such Third Party becoming an Affiliate of such Party