definiens: means chemistry designed to enhance targeting oruptake of antisense drugs to specific tissues and cells . Conjugate Technology includes N - acetylgalactosamine ( GalNAc ) ligand conjugates capable of binding to the asialoglycoproteinreceptor ( ASGP - R ) and enhancing the targeting or uptake of antisense drugs to the liver.5 ActiveUS 169009360v.1Confidential 1.32 or means possession of the ability to grant a license orsublicense hereunder without violating the terms of any agreement with any Third Party ( or Ioniswith respect to the rights obtained from Ionis under the Ionis Pharmaceuticals / [COMPANY] LicenseAgreements ) ; provided, however, that if a Party has a right to grant a license or sublicense withrespect to an item of intellectual property to the other Party only upon payment of compensation(including milestones or royalties ) to a Third Party, then the first Party will be deemed to have of the relevant item of intellectual property only if the other Party agrees to bear suchcompensation owed to such Third Party