definiens: or means the possession by a Party ( whether by owner ship, license or otherwise ) of, ( a ) with respect to any tangible Kno w - How, the legal authority or right to physical pos session of such tangible Know - How, with the right to provide s uch tangible Know - How to the other Party on the ter ms and conditions set forth herein, or ( b ) with respect to Patent Rights, intangible Know - How or other intell ectual property rights, the legal authority or right to grant a lic ense, sublicense, access or right to use ( as applic able ) under such Patent Rights, intangible Know - How or other intelle ctual property rights to the other Party on the ter ms and conditions set forth herein, in each case of ( a ) an d ( b ), without breaching the terms of any agreement with a Third Party in existence as of the time such Party or its Affiliates would first be required hereunder to gr ant the other Party such access, right to use or ( sub)license