definiens: means, with respect to any Patents or Know - How, the possession(whether by ownership, license or sublicense, other than by a license, sublicense or other right granted(but not assignment ) pursuant to this Agreement ) by a Party of the ability to assign or grant to the otherParty the licenses, sublicenses or rights to access and use such Patents or Know - How as provided for inthis Agreement, without ( a ) violating the terms of any agreement or other arrangement with any ThirdParty in existence as of the time such Party would be required hereunder to grant such license, sublicense, or rights of access and use, and ( b ) paying any consideration to any Third Party, except forthat which a Party in - licenses and under which the other Party elects to take a sublicense pursuant toSection 7.2.1 or 7.2.2, as applicable, which will be considered under the Control of suchParty