definiens: or means ( a ) the possession by a Party or its Affili ates ( whether by ownership, license, or otherwise other than pursuant to this A greement ) of, ( i ) with respect to any tangible Know -How, the legal authority or right to physical posse ssion of such tangible Know- How, with the right to provide such tangible Know- How to the other Party on the terms set forth herei n, or ( ii ) with respect to Patent Rights, Regulatory Approvals, Reimburse ment Approvals, Regulatory Submissions, intangible Know- How, or other intellectual property rights, the leg al authority or right to grant a license, sublicens e, access, right of reference, or right to use ( as app licable ) to the other Party under such Paten t Rights, Regulatory Approvals, Regulatory Submissions, intan gible Know- How, or other intellectual property rights on the terms set forth herein, in each case ( ( i ) and ( ii ) ), without breaching or otherwise viol ating the terms of any arrangement or agreemen t with a Third Party in existence as of the time su ch Party or its or Affiliates would first be required hereunder to grant the other Party such access, right of referen ce, right to use, licenses, or sublicense and without b eing required to make any additi onal payment to any Third Party and ( b ) with respect to any product, th e possession by a Party or its Affiliates of the ab ility ( whether by sole or joint ownership, license, or ot herwise, other than pursuant to the licenses grante d under this Agreement ) to grant an exclusive ( or non -exclusive, as applicable ) license or sublicense of Patent Rights that Cover such product or proprietar y Know- How that is used in connection with the Exploitation of such product . Notwithstanding the f oregoing, a Party and its Af filiates will not be deemed to any Patent Right, Know- How, or product that, prior to the consummation of a Change of Control of such Party, is owned or in- licensed by a Third Party that becomes an Affiliate of such acquired Party after the Effect i ve Date as a result of such Change of Control unle ss ( A ) prior to the consummation of such Change of Control, such acquired Party or a ny of its Affiliates also Controlled such Patent Ri ght, Know - How, or product, or ( B ) the Know - How, Patent R ights, or product owned or in- licensed by the applicable Third Party were not used by the acquire d Party or any of its Affiliates ( as defined prior to the consummation of such Change of Control ) in the perf ormance of activities under this Agreement prior to the consumma tion of such Change of Control, but after the consu mmation of such Change of Control, such acquired Party or any of its Affiliates determ ines to use or uses any such Patent Rights, Know- How, or product in the performance of its obligations or exercise of i ts rights under this Agreement, in each of which cases ( ( A ) and ( B ) ), such Patent Rights, Know -How, or product will be by such Party for purposes of this Agreement