definiens: shall mean, with respect to Intellectual Property ( other than the LicensedTechnology and the Licensed Materials ) developed at HMO in the laboratory of Prof. Reubinoffwithout the use of the Company 's manpower, resources or Intellectual Property, the possession, aswill be determined at any relevant time for the purposes of Sections 6.4 and 7.5 as applicable, byHMO and/or Hadasit of the ability to grant a license or sublicense of such Intellectual Propertywithout violating the terms of any agreement or arrangement between HMO and/or Hadasit andany third party . For the avoidance of doubt, no portion of the Controlled IP shall be consideredincorporated into, or to form a part of, the Licensed Technology or the Licensed Materials, unlesssuch Controlled IP is specifically so included in a separate agreement executed by the Parties