definiens: or means ( a ) with respect to any Intellectual Property, the legalauthority or right ( whether by ownership, license or otherwise ) of a Party to grant the applicablelicense, sublicense, right or obligation to the other Party and ( b ) for materials and documents, aParty ’s ability to provide the other Party with, or provide the other Party with access to, suchmaterials and/or documents, each of the foregoing ( a ) and ( b ) without violating any contractualobligations or other arrangements with a Third Party or otherwise . For clarity, if a Party only can granta license or sublicense to Intellectual Property, or provide access to a material or document, of alimited scope due to an encumbrance imposed by a Third Party, or shall beconstrued to so limit the license or sublicense to such Intellectual Property or the provision of, orprovision of access to, such materials or documents ( as applicable )