definiens: shall mean, as to any intellectualproperty right, the possession ( whether by ownership or license, other than by a license granted pursuant to this Agreement, or byright under an inter - institutional agreement or other arrangement)by Broad of the ability to grant to Company access, ownership, alicense or a sublicense as required herein to such intellectualproperty right, without ( a ) violating the terms of any agreement orother arrangement with any Third Party in existence as of thetime Broad would be required hereunder to grant Company suchaccess, ownership, license or sublicense, and ( b ) violating anylaw or regulation . If at the time of providing a Disclosure Notice, Broad does not have the right to license the interests of anacademic institution that is not a Participating Institution ( asdefined below ) in the applicable Optioned IP by virtue of a pre - existing agreement between Broad and such academicinstitution, then Broad shall make good faith efforts to secure aninter - institutional agreement with such academic institution within [ * * ] days after the date of filing of the first patent application(provisional or utility ) covering the applicable Invention pursuantto which Broad would acquire the exclusive right to license suchinterests in the Optioned IP ( or the right to license such interestsin the Optioned IP non-2 exclusively if Company requests a non - exclusive license fromBroad ) on reasonable terms . Where the grant of access, ownership, a license or a sublicense would result in any paymentor other obligations to a Third Party, requires awritten undertaking of Company to take over any payments orother obligations resulting from Company ’s use of the respectiveintellectual property right . shall mean any individualor entity other than the Parties and their Affiliates . For theavoidance of doubt, each Company License Option is a separateoption ; however, if Company exercises more than one CompanyLicense Option, Broad will consider reasonably a request byCompany to group Inventions related by subject matter or field ofuse into a single Invention License Agreement to be negotiatedand agreed by the Parties ; provided that Broad ’s consideration ofsuch request will be determined by factors including but notlimited to the economic terms related to a license under anyOptioned IP