definiens: , or means, with respect to any intellectual property right ( including any Patent Right orKnow - How ), the possession of ( whether by ownership or license, other than pursuant to this Agreement ) the ability of a Person or its Aﬃliates toassign, transfer, or grant access to, or to grant a license or sublicense of, such right as provided for herein without violating the terms of anyagreement or other arrangement with any Third Party existing at the time such Person would be required hereunder to assign, transfer or grantanother Person such access or license or sublicense . Notwithstanding the foregoing, with respect to any Patent Right, Know - How or otherintellectual property right acquired or in - licensed for which a Party would be required to make payments to any Third Party in connection with thelicense or access granted to the other Party under this Agreement, such intellectual property will be treated as by the licensing Partyto the extent that, and only to the extent that and for so long as, the other Party agrees and does promptly pay to the licensing Party all suchapplicable payments to such Third Party arising out of the grant and exercise of the license to the other Party hereunder