definiens: or means possession of the ability to grant a license or sublicense hereunder without violating theterms of any agreement with any Third Party ; provided, however, that if a Party has a right to grant a license or sublicense, with respect to an item of intellectual property to the other Party only upon payment of compensation ( including milestonesor royalties ) to a Third Party ( ) ( other than Isis Supported Pass - Through Costs in the case of Isis, and other than [COMPANY] Supported Pass - Through Costs in the case of [COMPANY] ), then the first Party will be deemed to have of the relevant item of intellectual property only if the other Party agrees to bear the cost of such Third PartyCompensation . Notwithstanding anything to the contrary under this Agreement, with respect to any Third Party that becomesan Affiliate of a Party after the Effective Date ( including a Third Party acquirer ), no intellectual property of such Third Partywill be included in the licenses granted hereunder by virtue of such Third Party becoming an Affiliate of such Party