definiens: shall mean ( as an adjective or as a verb including conjugations andvariations such as or ) ( a ) with respect to Patent Rightsand / or Know - How, the possession by a Party of the ability to grant a license or sublicense ofsuch Patent Rights and/or Know - How without violating the terms of any agreement orarrangement between such Party and any other party and ( b ) with respect to proprietarymaterials, the possession by a Party of the ability to supply such proprietary materials to theother Party as provided herein without violating the terms of any agreement or arrangementbetween such Party and any other party or 7 without being obligated to pay any royalties or other consideration therefor, except for that whichBPM or its Affiliates in - licenses and under which [COMPANY] elects to take a sublicense and agreesto make the associated payments pursuant to Section 2.4 which shall be considered under theControl of BPM or its Affiliates