definiens: means, with respect to any Intellectua l Property, that a Person has the power and authori ty to grant a non - exclusive license on the applicable ter ms and conditions of this Agreement, to such Intell ectual Property without any of the following : ( a ) the cons ent of any third party ( unless such consent can be obtained without providing any additional consideration to s uch third party ), ( b ) impairing such Person ’s exist ing rights in respect of such Intellectual Property ( it being und erstood that the grant of a non - exclusive license, in and of itself, shall not be construed as an impairment of any of such Person ’s rights ), ( c ) imposing any addi tional obligations on such Person under any preexisting ag reement relating to such Intellectual Property, and /or ( d ) the payment of royalties or other consideration on or a fter the Closing Date by such Person to any third p arty under any preexisting agreement relating to such Intellec tual Property . For the avoidance of doubt, in no ev ent shall any Intellectual Property right be if any of the foregoing conditions in clauses ( a)-(d ) apply