definiens: , or means the possession by a Party ( whether by ownership, license, or otherwise other than pursuant to this Agreement ) of ( a ) with respect to any tangible Know -How ( including materials ), the legal authority or right to physical possession of such tangible Kno w - How, with the right to provide such tangible Know -How to the other Party on the terms set forth herein, ( b ) with respect to Patent Rights, Regulatory Approvals, Regulatory Materials, intangible Know -How, or other Intellectual Property, the legal authorit y or right to grant a license, sublicense, access, or right to use ( as applicable ) to the other Party under such Patent Rights, Regulatory Approvals, Regulatory Materials, intangible Know -How or other Intellectual Property on the terms set forth herein, or ( c ) with respect to any product or material, the possession by a Party or its Affiliates of the ability ( whether by sole or joint ownership, license, or otherwise, other than pursuant to the licenses granted under this Agreement ) to grant an exclusive ( or non - exclusive, as applicable ) license or sublicense of ( i ) Patent Rights that Cover such product or material or ( ii ) Know -How that is used in connection with, the Exploitation of such product or material, in each case ( ( a ), ( b ) and ( c ) ), without breaching or otherwise violating the terms of any arrangement or agreement with a Third Party in existence as of the time such Party or its Affiliates would first be required hereunder to grant the other Party such access, right to use, licenses, or sublicense