definiens: means the possession by a Party ( whether by owner ship, license, or otherwise ), other than pursuant t o this Agreement, of, ( a ) with respect to any tangible Kno w - How, the legal authority or right to physical pos session of such tangible Know - How, with the right to provide s uch tangible Know - How to the other Party on the ter ms set forth herein, or ( b ) with respect to Patent Rights, Regulatory Approvals, Regulatory Submissions, inta ngible Know - How, or other intellectual property, the legal authority or right to grant a license, sublicense, access, or right to use ( as applicable ) to the other Party under suc h Patent Rights, Regulatory Approvals, Regulatory S ubmissions, intangible Know - How, or other intellectual property on the terms set forth herein, in each case ( ( a ) a nd ( b ) ), ( i ) 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 f irst be required hereunder to grant the other Party such access, right to use, licenses, or sublicense or ( ii ) with respect to Know - How or Patent Rights developed, acq uired, or licensed by a Party after the Effective Date, witho ut incurring any additional payment obligations to a Third Party that are not subject to an agreed allocation betwee n the Parties . Notwithstanding the foregoing, a Par ty and its Affiliates will not be deemed to any of t he foregoing ( a)-(b ) that is [ * * * ] . Furthermore, no twithstanding the foregoing, [COMPANY] and its Affiliates will not b e deemed to any of the foregoing ( a)-(b ) that ( 1 ) [ * * * ], ( 2 ) [ * * * ], and ( 3 ) [ * * * ]