definiens: means, with respect to any Material, Confidential Information, Know - How, Patent Right, Trademark, or otherIntellectual Property, that a Party ( a ) owns such Material, Confidential Information, Know - How, Patent Right, Trademark, or other IntellectualProperty, or ( b ) has a license or right to use ( other than as a ( sub)licensee of the other Party pursuant to this Agreement ) such Material, Confidential Information, Know - How, Patent Right, Trademark, or other Intellectual Property, in each case of ( a ) or ( b ), with the ability to grantto the other Party access, a right to use, or a license, or a sublicense ( as applicable ) to such Material, Confidential Information, Know - How, Patent Right, Trademark, or other Intellectual Property, on the terms and conditions set forth herein, without violating the terms of anyagreement with or obligation to any Third Party in existence as of the time such Party or its Affiliates would first be required hereunder to grantthe other Party such access, right to use or ( sub)license