definiens: or means, with respect to any Know -How, Patents or other intellectual property rights, that a Party has the legal authority or right ( whether by ownership, lic ense or otherwise, after taking into account the provisions of this Agreement regarding ownership of Inventions, but without taking into account any license granted by one Party to the other Party pursuant to this Agreement ) to grant a license, sublicense, access or right to use ( as applicable ) under such Know -How, Patents, or other intellectual property rights, on the terms and conditions set forth herein, in each case without ( a ) breaching the terms of any agreement with a Third Party or ( b ) incurring pay ments to a Third Party, except with respect to any Know -How and Patents in -licensed by Cullinan pursuant to any New Cullinan In -Licenses entered into in accordance with Section 2.9 . Notwithstanding the foregoing, with respect to any Know -How or Patents in -licensed by Cullinan pursuant to the Taiho Agreement existing as of the Effective Date, such item will be deemed Controlled by Cullinan without regard to whether Cullinan ( or its Affiliates ) is required to make any payments thereunder to any Third Party