definiens: means, with respect to any material, Information, Patent or other intellectual property right, possession of the right, whether directly or indirectly, and whether by ownership, license, or otherwise, to grant a license, sublicense, or other right to or under, such material, Information, Patent, or intellectual property right without violating theterms of any existing agreement or other arrangement with any Third Party ; provided that, with respect to any material, Information, Patent or other intellectual property right obtained by Genﬁt after the Eﬀective Date from a Third Party, Genﬁtshall be deemed to Control such material, Information, Patent or other intellectual property right only if it possesses the rightto grant such license, sublicense, or other right thereto without being obligated to pay any royalties or other considerationtherefor, unless Terns agrees in advance of any grant of rights thereto to pay such royalties or other consideration