definiens: or means : ( I ) with respect to any Intellectual Property, the possession by a Party or any of itsAﬃliates ( whether by ownership, license, or otherwise, other than pursuant to this Agreement ) of ( a ) with respect to anytangible Know - How, the legal authority or right to physical possession of such tangible Know - How, with the right to providesuch tangible Know - How to the other Party on the terms set forth herein, or ( b ) with respect to Patent Rights, RegulatoryApprovals, Reimbursement Approvals, Regulatory Submissions, Reimbursement Submissions, intangible Know - How, orother Intellectual Property, the legal authority or right to assign, or grant a license, sublicense, access, authorization, orright to use ( as applicable ) to the other Party under, such Patent Rights, Regulatory Approvals, Reimbursement Approvals, Regulatory Submissions, Reimbursement Submissions, intangible Know - How, or other Intellectual Property on the termsset forth herein, in each case ( ( a ) and ( b ) ), without breaching or otherwise violating the terms of any arrangement oragreement with a Third Party in existence as of the time such Party or its Aﬃliates would ﬁrst be required hereunder togrant the other Party such assignment, access, authorization, right to use, license, or sublicense ; and ( II ) ( including, withcorrelative meanings, the terms and ), as used with respect to a Person in thedeﬁnitions of means the possession, directly or indirectly, of the power to direct, or cause the direction of, themanagement or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and will be presumed to exist if either of the following conditions is met : ( a ) in the case of a corporate entity, direct orindirect ownership of voting securities entitled to cast at least ﬁfty percent ( 50 % ) of the votes in elections of directors, or ( b)in the case of a non - corporate entity, direct or indirect ownership of at least ﬁfty percent ( 50 % ) of the equity interests withthe power to direct the management and policies of such entity