definiens: or means the possession by a Party ( whether by ownership, license or otherwise ) of, ( a ) with respect to any tangible Know -How, the legal authority or right to physical possession of such tangible Know -How, with the right to provide them to the other Party on the terms and conditions set forth herein, or ( b ) with respect to Patents, intangible Know -How or other intellectual property rights, the legal authority or right to grant a license, sublicense, access or right to use ( as applicable ) under such Patents, intangible Know -How or other intellectual property rights to the oth er Party on the terms and conditions set forth herein, in each case of ( a ) and ( b ): ( i ) without breaching the terms of any agreement with a Third Party in existence as of the Effective Date or thereafter, ( ii ) without requiring such Party to make any payme nt for the grant of such a license, sublicense, access or right to use ( as applicable ) to the other Party or the maintenance or practice of such license, sublicense, access or right to use ; and ( iii ) without requiring such Party to obtain approval from suc h and without prior Third Party approval