definiens: or means, with respect to any Know - How, material, Patent Right, or other intellectualproperty right, the possession ( whether by ownership or li cense ) by a Party or its Aﬃliates, other than pursuant to this Agreement, ofthe ability to grant to the other Party a license, subli cense or access as provided herein to such Know - How, material, Patent Right, orother intellectual property right, without violating t he terms of any agreement or other arrangement with a ny Third Party, or withrespect to any Know - How, material, Patent Right, or ot her intellectual property right that comes into the Con trol of such Party or itsAﬃliates during the Term, if obligated to pay any royal ties or other consideration therefor, if the other Par ty agrees to pay suchroyalties or other consideration, in existence as of the ti me such Party or its Aﬃliates would ﬁrst be required hereu nder to grant theother Party such license, sublicense or access