definiens: , or mean s, with respect to any intellectual property, mater ial or item of a Person, the ability of such Person ( wheth er through ownership or license ( other than a licen se granted in this Agreement ) ) to grant to the other Party and /or its Affiliates, as applicable, the licenses or sublicenses as provided herein without violating the terms of any then - existing agreement with any Third Party and ( s ubject to the immediately succeeding sentence ) without creati ng or increasing any payment obligation to a Third Party, including any royalty or milestone payment ( the ) . Notwithstanding the foregoing, if on or after the Original Effective Date and for such t ime as the other Party agrees to pay and does in fa ct pay all Additional Payments ( subject to Section 7.5.5, as a pplicable ) with respect to such Party ’s use of or l icense to such intellectual property, such intellectual prope rty shall be deemed to be included in the definitio n of, if it otherwise satisfies such definitio n. Furthermore, notwithstanding anything to the con trary, but subject to the immediately succeeding sentence of t his Section, with specific respect to Patents and K now - How, if a Business Combination occurs with respect to a Person after the Original Effective Date, then and thereafter such Person ’s Controlled Patents and Controlled Kno w - How shall not include any previously unlicensed P atents or Know - How, respectively, owned or controlled by ( a ) the Third Party or Third Parties involved in suc h Business Combination or ( b ) any of such Third Party or Third Parties ’ respective Affiliates, other tha n the acquired Party and its direct and indirect subsidia ries . For the avoidance of doubt, ( i ) any CELGENE C ore Technology, SUTRO Core Technology and Joint Inventi ons discovered, developed, invented, conceived or reduced to practice in connection with the activiti es performed pursuant to this Agreement, no matter when Controlled, will be Controlled by the applicable Pa rty for purposes of this Agreement ; and ( ii ) any Pa tent that claims priority to any other Patent first Controlle d before such Business Combination will be Controll ed thereafter no matter when such Patent is filed or i ssued