definiens: or means, with respect to any Patent Rights, Know - Ho w, material, or other intellectual property rights, or any proprietary or trade secret information, that a Party or any of i ts Affiliates : ( a ) owns such Patent Right, Know - How, material, or other intellectual property right, or proprietary o r trade secret information ; or ( b ) has a license to or a ri ght to use such Patent Right, Know - How, material, o r other intellectual property right, or proprietary or trad e secret information and, in each case of ( a ) or ( b ), possesses the right ( other than by operation of this Agreement ), whether directly or indirectly, to grant the other Party access, a right to use, or a license or sublicense, as applic able, to or under such Patent Rights, Know - How, mat erial, or other intellectual property rights, or proprietary or trade secret information, as provided herein, wi thout : ( i ) violating the terms of any agreement with or ob ligation to any Third Party in existence as of the time such Party or any Affiliates of such Party would first b e required hereunder to grant the other Party such access, right to use, license, or sublicense ; or ( ii ) incurring a ny financial or other material obligation towards a ny Third Party that assigned or licensed such Patent Rights, Know- How, material, or other intellectual property right s, or disclosed such proprietary or trade secret informat ion to such first Party or any Affiliates of such f irst Party that become due in connection with the other Party ’s use thereof hereunder, unless, with respect to ( ii ): ( A ) such other Party agrees in writing to pay any sums arisi ng from such financial obligations pursuant to Sect ion 9.5(a ) ; or ( B ) such financial obligations are triggered pur suant to a Hookipa Third Party Agreement set forth on Schedule 9.5(a )