definiens: or means ( a ) the possession by a Party ( whether by ownership, license, or otherwiseother than pursuant to this Agreement ) of, ( i ) with respect to any tangible Know - How, the legal authority orright to physical possession of such tangible Know - How, with the right to provide such tangible Know - How tothe other Party on the terms set forth herein, or ( ii ) with respect to Patent Rights, Regulatory Approvals, Regulatory Submissions, intangible Know - How, or other intellectual property rights, the legal authority or rightto grant a license, sublicense, access, right of reference, or right to use ( as applicable ) to the other Partyunder such Patent Rights, Regulatory Approvals, Regulatory Submissions, intangible Know - How, or otherintellectual property rights on the terms set forth herein, in each case ( ( i ) and ( ii ) ), without breaching orotherwise violating the terms of any arrangement or agreement with a Third Party in existence as of the timesuch Party or its Controlled Affiliates ( with respect to Torii ) or Affiliates ( with respect to BioCryst ) would firstbe required hereunder to grant the other Party such access, right of reference, right to use, licenses, orsublicense and without being required to make any payment to any Third Party other than paymentobligations related to BioCryst In - Licensed Rights in accordance with Section 12.4.3 ( Third Party IPAgreements ) and ( b ) with respect to any product, the possession by a Party of the ability ( whether by sole orjoint ownership, license, or otherwise, other than pursuant to the licenses granted under this Agreement ) togrant an exclusive license or sublicense of Patent Rights that Cover such product or proprietary Know - Howthat is used in connection with the Exploitation of such product . Notwithstanding the foregoing, a Party and itsAffiliates will not be deemed to any Patent Right, Know - How, or product that, prior to theconsummation of a Change of Control of such Party, is owned or in - licensed by a Third Party that becomesan Affiliate of such acquired Party after the Effective Date as a result of such Change of Control unless ( A)prior to the consummation of such Change of Control, such acquired Party or any of its Affiliates alsoControlled such Patent Right, Know - How, or product, or ( B ) the Know - How, Patent Rights, or product ownedor in - licensed by the applicable Third Party were not used in the performance of activities under thisAgreement prior to the consummation of such Change of Control, but after the consummation of such Changeof Control, such acquired Party or any of its Affiliates determines to use or uses any such Patent Rights, Know - How, or product in the performance of its obligations or exercise of its rights under this Agreement, ineach of which cases ( ( A ) and ( B ) ), such Patent Rights, Know - How, or product will be by suchParty for purposes of this Agreement