definiens: or means ( a ) the possession by a Party ( whether by ownership, license, or otherwise other than pursuant to this Agreement ) of, ( i)with respect to any tangible Know - How, the legal authority or right to physical possession of such tangible Know - How, with the right to provide suchtangible Know - How to the other Party on the terms set forth herein, or ( ii ) with respect to Patent, Marketing Approvals, Regulatory Materials, intangibleKnow - How, or other intellectual property rights, the legal authority or right to grant a license, sublicense, access, or right to use ( as applicable ) to theother Party under such Patent, Marketing Approvals, Regulatory Materials, intangible Know - How, or other intellectual property rights on the terms setforth herein, in each case ( ( i ) and ( ii ) ), without breaching or otherwise violating the terms of any arrangement or agreement with a Third Party in existenceas of the time such Party or its Aﬃliates would ﬁrst be required hereunder to grant the other Party such access, right to use, licenses, or sublicense ; and(b ) with respect to any product, the possession by a Party of the ability ( whether by sole or joint ownership, license or otherwise, other than pursuant tothis Agreement ) to grant a license or sublicense of patent rights that claim such product or proprietary Know - How that is used in connection with theexploitation of such product . Notwithstanding the foregoing, a Party and its Aﬃliates will not be deemed to any Patents or Know - How that, priorto the consummation of a Change of Control of such Party, is owned or in - licensed by a Third Party that becomes an Aﬃliate of such acquired Party afterthe Eﬀective Date as a result of such Change of Control unless [ * * * ] in each of which cases ( ( A ) and ( B ) ), such Patents or Know - How will be by such Party for purposes of this Agreement . Further, A Party shall not be considered to any Blocking IP under any Third Party License if theother Party elects not to obtain a sublicense or share costs thereunder pursuant to Section 2.5 ( Third Party In - Licenses )