definiens: , or means, with respect to any ( a ) material, know - how or other information or(b ) Intellectual Property Right, the possession of ( whether by ownership or license, other than pursuant to this Agreement ), orthe ability of a Party or its Affiliates to grant access to, or a license or sublicense of, such item or right as provided for hereinwithout violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party wouldbe required hereunder to grant the other Party such access or license or sublicense . For clarity, the Parties acknowledge that noconceptions, developments, techniques, data, inventions, improvements, technical information, or works of authorship thatwere, are, or that hereafter may be in whole or in part conceived, reduced to practice, discovered, created, authored orotherwise made or obtained by or for Protiva or its contractors at any time since January 18, 2001, will be considered to beControlled by Tekmira by virtue of any agreement, right, or claim existing or arguably existing prior to the Effective Date