definiens: or means, with respect to any Know - How orPatent Right, the possession ( whether by ownership or license, other than through thegrant of a license under this Agreement ) by a Party of the legal ability and authority togrant to the other Party a license or access as provided herein to such Know - How orPatent Right, without violating the terms of any agreement or other arrangement ofsuch Party with any Third Party in existence as of the time such Party would first berequired hereunder to grant the other Party such license or access or such Partybeing obligated to pay any royalties or other consideration in connection with thegrant of such rights ; provided, however, if ( a ) a Party would Control any Know - How orPatent Right but for an obligation to pay royalties or other consideration in connectionwith a grant to the other Party of rights under such Know - How or Patent Right and ( b)the other Party agrees in writing to reimburse the first Party for all such royalties orother consideration, then such Know - How or Patent Right shall be deemedControlled by the first Party for purposes of this Agreement