definiens: shall mean with respect to any Know - How, Material, Patent, or other intellectual property right, the possession ( whether by ownership or license, other than by a license granted pursuant to this Agreement ) by a Partyor its Affiliates of the ability to grant to the other Party access, ownership, a license or a sublicense as provided hereinto such Know - How, Material or Patent, without violating the terms of any agreement or other arrangement with anyThird Party in existence as of the time such Party or its Affiliates would first be required hereunder to grant the otherParty such access, ownership, license or sublicense ; provided that, any Know - How, Material or Patent that becomesControlled after the Effective Date by [COMPANY] that is subject to an obligation of [COMPANY] to pay royalties or otherfinancial consideration to a Third Party as a direct result of granting [COMPANY] a sublicense to such Know - How, Material orPatent or the Development or Commercialization of Licensed Products will be treated as by [COMPANY] forpurposes of this Agreement only if the Parties agree to include a license to such pursuant to Section 6.4(f ) . The term shall have a correlative meaning