definiens: or means possession of the ability to grant a licens e or sublicense hereunder without violating the terms 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 i ntellectual property to the other Party only upon p ayment 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 [COMPANY] ), then the first Party will be deeme d to have of the relevant item of intellectual property only if the other Party agrees to bear the cost of such Third Party Compensation . Notwithstanding anyt hing to the contrary under this Agreement, with respect to any Third Party that becomes an Affiliate of a Party af ter the Effective Date ( including a Third Party acquirer ), no intellectual property of such Third Party will b e included in the licenses granted hereunder by virtue of such Th ird Party becoming an Affiliate of such Party