definiens: means, with respect to any material, Information, Patent or other intellectual property right, poss ession of the right, whether directly or indirectly, and whether by ownership, license, or otherwise, to grant a license, sublicense, or other right to or under, such material, Information, Patent, or intellectual property right without violating the terms of any existing agreement or other arrangement with any Third Party ; provided that, with respect to any material, Information, Patent or other intellectual property right obtained by Foamix after the Effective Date from a Third Party, Foamix shall be deem ed to Control such material, 3 222330578 v11 Information, Patent or other intellectual property right only if it possesses the right to grant such license, sublicense, or other right thereto without being obligated to pay any royalties or other consideration therefor, unless Cutia agrees in advance of any grant of rights thereto to pay such royalties or other consideration . has a correlative meaning