definiens: means, as to any Know - How, Patent Right or other intellectual property right, the possession ( whether by ownership or license, other than by a license granted pursuant to this Agreemen t ) by a Party or its Affiliates of the ability to grant to the other Party access, ownership, a license or a s ublicense as required herein to such Know - How or Patent Right, w ithout ( a ) violating the terms of any agreement or other arrangement with any Third Party in existence as of the time such Party or its Affiliates would be req uired hereunder to grant the other Party such access, own ership, license or sublicense, and ( b ) violating an y law or regulation . Cognates of the word have the ir correlative meanings . Notwithstanding the forego ing, Broad shall not be deemed to Control any Know - How, Patent Right or other intellectual property right t hat Broad licenses from a Third Party if ( a ) Broad woul d be required to make any payment in connection wit h the grant of, or Company ’s exercise of rights under, su ch Know - How, Patent Right or other intellectual pro perty right hereunder and ( b ) Company does not agree in w riting to make any such payment to such Third Party on behalf of Broad