definiens: means, with respect to ( a ) Patent Rights, ( b ) Know - How or ( c ) biological, chemical or physical material, that the Party or onc of its Affiliates owns or has a license or sublicense to such right, item, or material ( and additionally . in the case of material, has the right to physical possession of such material ) and has the ability to grant a license or sublicense to such right, item or material as provided for in this Agreement without : ( i ) violating the tenns of any agreement or other arrangement with any Third Party ; or Oi ) the granting Party being required ( except in the case of the Existing Third Party Agreeme nt ) to pay royalties or any other consideration to any Third Party that would not have been required to be paid by the granting Party to such Third Party had the right or license not been provided to the other Party under this Agreement, unless the Party receiving the license or sublicense hereunder agrees in writing to bear all such payment obligations to such Third Party . It is understood and agreed that such reimbursements shall be taken into account for purposes of Section 5.1 O(a )