definiens: or means the possession by a Party ( whether by owner ship, license or otherwise ) of, ( a ) with respect to any tangible Know- How, the legal authority or right to physical posse ssion of such tangible Know - How, with the right to provide such tangible K now - How to the other Party on the terms and conditions set forth herein, or ( b ) with respect to Patent Rights, intangible Know- How or other intellectual property rights, the legal authority or right to grant a license, sublic ense, access or right to use ( as applicab le ) under such Patent Rights, intangible Know- How or other intellectual property rights to the ot her Party on the terms and conditions set forth herein, in each case of ( a ) and ( b ), without breach ing the terms of any agreement with a Third Party i n existen ce as of the time such Party or its Affiliates would f irst be required hereunder to grant the other Party such access, right to use or ( sub)license