definiens: or means, with respect to any Know - How, Materials, Patents or other intellectual propertyor other rights, the possession ( whether by ownership or ( sub)license or other right, other than by a ( sub)license or other rightgranted pursuant to this Agreement ) by a Party of the ability to grant ( or to ensure that its Affiliates grant ) to the other Partythe licenses, sublicensees or rights to access and use such Know - How, Materials, Patents or other intellectual property or otherrights, without requiring the payment of any royalties or other consideration ( other than pursuant to the BIND Third PartyLicense Agreements ) or violating the terms of any agreement or other arrangement with any Third Party in existence as of thetime such Party or its Affiliates would be required hereunder to grant such license, sublicense, or rights of access and use . Foravoidance of doubt, to the extent that a Party Controls intellectual property rights on a non - exclusive basis, and grantsexclusive rights to such intellectual property rights to the other Party in this Agreement, such grant shall be exclusive as * * * Certain information on this page has been omitted and filed separately with the Commission . Confidential treatment hasbeen requested with respect to the omitted portions