definiens: or means, with respect to any Know - How, material, Pa tent Right, or other intellectual property right, the possession ( whethe r by ownership or license ) by a Party or its Affili ate of the ability to grant to the other Party a license or ac cess as provided herein to such Know - How, material, Patent Right, or other intellectual property right, withou t violating the terms of any agreement or other arr angement with any Third Party, or being obligated to pay any royalties or other consideration therefor, in exis tence as of the time such Party or its Affiliates would first b e required hereunder to grant the other Party such license or access ; provided, however, that if ( a ) ONYX would Control any Know - How, mater ial, Patent Right, or other intellectual property right but for an obligation to pay royalties or other considerat ion in connection with a grant to Kezar of such Know - How, material, Patent Right, or other intellectual property right and ( b ) KEZAR agrees in writing to reimburse ONYX for all such royalties or other consideration, then such Know - How, materi al, Patent Right, or other intellectual property right shall be deemed Controlled by ONYX