definiens: or means, with respect to any Know -How, Patents, or other intellectual property rights, that a Party has the legal authority or right ( whether by ownership, license, or otherwise ) to grant to the other Party a license, covenant not to sue, sublicense, access, or right to use ( as applicable ) under such Know -How, Patents, or other intellectual property rights, on the terms and conditions set forth herein, in each case without violatin g any obligations of the granting Party owed to a Third Party, breaching the terms of any agreement with a Third Party or subjecting the granting Party to any additional fee or charge ; provided that the Know -How, Patents or intellectual property rights wil l be excluded from being considered by virtue of any such fee or charge only if the first Party notifies the other Party of the fee or charge and the other Party does not agree to reimburse the first Party for or otherwise bear the fee or char ge